Marine Electricals Annual Report 2022

We are Ready to
Change the Future
Annual Report
2021-22
www.marineelectricals.com
Managing electrical distribution efficiently,
reliably and safely is primary requirement of all
business establishment, be it any Industry, Data
Center or Commercial Building.
At Marine Electricals, we help our customers in different

segments, across the world to manage complex power
distribution and automation systems. Established in 1978, we have
been associated with projects of varied criticality and complexity in all the
major segments like Shipping, Oil & Gas, Chemicals, Pharmaceuticals, Automobile, Data Centers and
Buildings. With time, we have extended our services in manufacturing and supplying electrical vehicle
charging solutions. Also, we have started undertaking electrical packages for Naval and Commercial
Ships.
We have vast pool of experts and experienced engineers in multi-disciplinary fields to develop new
solutions and manage operations. Our manufacturing facilities, certified as per ISO9001, ISO14001
and ISO 45001, has latest state-of-the-art machinery, including CNC turrets & bending machines,
automated powder coating plant and a huge assembly area to meet challenging project schedules.
Marine Electricals (India) Limited

Annual Report 2021-2022
TABLE OF CONTENTS
Sr. No. Contents Page No.
1 Message from Chairman’s Desk 01
2 Financial Highlights 03
3 Board of Directors 05
4 Corporate Information 10
th
5 Notice of 15 Annual General Meeting (AGM) 11
6 Director’s Report 37
7 Management Discussion and Analysis Report 66
8 Report on Corporate Governance 74
9 Business Responsibility Report 100
10 Standalone
Standalone Independent Auditor’s Report 111
Standalone Financial Statement 123
11 Consolidated
Consolidated Independent Auditor’s Report 183
Consolidated Financial Statement 193

MESSAGE FROM CHAIRMAN’S DESK
Mr. Vinay Uchil

Chairman and Executive Director
Dear Shareholders,
I hope that you and your families are safe and well. We have been through two years of challenging times
posed by the pandemic. The impact continues to be felt with supply chain disruptions and sharp increase in
energy, logistics and other input costs. The collective efforts by the medical fraternity, Governments and
various organisations has enabled the return to normalcy even as we remain vigilant. Against this backdrop,
your Company has delivered competitive, profitable and responsible results. I am pleased to share with you
on behalf of our Board of Directors an update on your Company’s performance for 2021-22.
India plans to spend $130 bn on military modernization in the next 5 years, as achieving self- reliance in
defence production is a key target for the Government of India. The Government has opened up the Defence
industry for private sector participation to provide impetus to indigenous manufacturing. Further, simmering
tensions along our northern border have hastened our Governments resolve to enhance self-reliance. This
has provided your company with many new opportunities to increase our product offering and solutions to
our clients. The Indian Navy has been the leading patron of the indigenisation of defence production capabili-
ties, with a vision of a 200 - strong combat fleet by 2027. In wake of the naval vision, warship construction has
witnessed an unprecedented growth. This has been a growth impetus for our Company too. The results are
seen in our current order book position which stands at Rs. 3562 million at end of FY 2022 with the increase
in portfolio of products to our customers we anticipate a further increase and robust order booking for FY23
as well. Our continued focus on R&D on new product developments & indigenisation and innovative and
creative adaptation to emerging situation and adaptive fiscal discipline to sustain, deliver, survive and grow
should help us in maintaining our sales revenue and order book position growth
India’s march towards energy-efficient urbanisation and rural electrification will continue owing to the
Government’s continued focus to drive electrification. In addition the relentless drive of the government to
provide an attractive alternative for multi national companies to set up manufacturing facilities in India with a
continued ease to conduct business has seen many new green field projects being set up. The governments
push to improve infrastructure like new airports , hospitals, educational institutions all over the country has
opened up a huge opportunity for your company to provide it industrial solutions to these projects. Your
company is already a prominent pan India player in providing electrical and automation solutions to our
customers.
India data center market is poised to emerge as a potential data center hub for global enterprises. While the
number of Internet users is closing 450 million and shows no signs of abating, the continued adoption of the
latest technologies has triggered the demand for data storage. Favorable initiatives being pursued by the

1
MESSAGE FROM CHAIRMAN’S DESK
Government of India toward the establishment of data centers is expected to play a decisive role in driving
the growth of the data center industry in India. The data center market in India is getting lucrative in terms of
investments, particularly owing to the initiatives being pursued by the Indian Government to migrate all the
governance operations to the cloud as part of the efforts to push a digital economy and encourage e-
governance. Your company has been providing critical power solutions to major players in the industry and is
a preferred partner with many prominent data center operators in the country. With a strong resurgence in
our core business your company has taken a conscious call to focus on its core activities and would be not to
participate in turnkey EPC solar projects due to uncertainty of policies and profit recognition.
With a strong engineering and R&D capability your company has invested in developing a complete range
of EV charging solutions indigenously. We see a great future and explosive growth in Electric vehicles in
India and world wide. This business will open a completely new and exciting revenue stream for your com-
pany.
People continue to be the fulcrum of your Company’s operations and focused attention is given to retention
and professional development of talent at all levels. The top management devotes considerable attention to
ensuring that employees are given opportunities for professional development and are able to grow along
with the businesses they work for.
Further, as a responsible organisation, we continue to work towards empowering communities near our
operations by creating livelihoods, promoting health, wellness and education and social inclusion. We
ensured sustained engagement with all stakeholders including employees, value chain partners and com-
munities.
I thank all our stakeholders for their continued support. Going forward, we see immense growth opportunities
with support from conducive policies. We have created enough growth engines and made necessary
investments to be a part of this resurgence. From an organizational standpoint, we are well-prepared for the
coming decade and to create value.
Yours Sincerely,
Mr. Vinay Uchil

2
FINANCIAL HIGHLIGHTS
Standalone:
Year Revenue EBITDA PAT Net Worth

(In Rs. Lacs) (In Rs. Lacs) (In Rs. Lacs) (In Rs. Lacs)
2017 20,944.17 2,313.16 861.14 5,874.74

2018 28,766.39 2,622.68 1,172.41 7,547.49
2019 32,323.03 2,072.46 777.72 12,064.64
2020 20,592.22 2,306.03 474.68 12,559.51
2021 19,987.37 2,622.74 782.85 13,387.59
2022 32,288.56 3,169.23 1,246.64 14,416.07
Revenue in Lacs EBITDA in Lacs

Revenue EBITDA
40000 40000
30000 30000
20000 20000
10000 10000
0 0
2017 2018 2019 2020 2021 2022 2017 2018 2019 2020 2021 2022
PAT In Lacs Net worth In Lacs

PAT Net Worth
1500.00 15000
1000.00 10000
500.00 5000
0 0
2017 2018 2019 2020 2021 2022 2017 2018 2019 2020 2021 2022

3
FINANCIAL HIGHLIGHTS
Consolidated:
Year Revenue EBITDA PAT Net Worth

(In Rs. Lacs) (In Rs. Lacs) (In Rs. Lacs) (In Rs. Lacs)
2018 36,880.49 3,442.33 1,626.1 9,554.43

2019 39,984.13 2,608.56 915.24 14,757.31
2020 26,292.52 2,837.84 588.63 15,609.90
2021 25,128.66 3,495.86 1,353.19 16,999.95
2022 37,632.86 3,609.24 1,946.47 18,158.95
Revenue in Lacs EBITDA in Lacs

Revenue EBITDA
4000
50000
40000 3000
30000
2000
20000
1000
10000
0 0
2018 2019 2020 2021 2022 2018 2019 2020 2021 2022
PAT In Lacs Net worth

PAT Net Worth
2000 20000
1500 15000
1000 10000
500 5000
0 0
2018 2019 2020 2021 2022 2018 2019 2020 2021 2022

4
BOARD OF DIRECTORS
Mr. Vinay Uchil

Mr. Vinay Uchil, aged 51 years, is Chairman & Executive Director and
Promoter of the Company. He has Bachelors Degree in Instrumentation from
Swami Vivekananda College, Mumbai and MBA in Finance from Narsee
Monjee Institute of Management. He has over Two Decades of experience in
this Segment. He joined “M/s. Marine Electricals”, as a proprietorship concern
in 1995 and since then he is actively involved in Marketing, Finance and
Administration functions of the Solar & Marine Division of the Organisation.
Currently, he is involved in getting orders from Defense and Public sector
undertakings dealing in Shipping. His contribution is instrumental in
expanding the business of the Company and had taken business to a new
height by diversifing into difference verticals i.e. Defense, Shipping, Marine &
Non- Marine Sectors & Renewable Energy.
Mr. Venkatesh Uchil

Managing Director
Mr. Venkatesh Uchil, aged 45 years, is the Managing Director and Promoter of
the Company. He has Bachelors Degree in Electronics and Telecommunication
from University of Mumbai and Post Graduate Diploma in Management from
S. P. Jain Institute of Management, Mumbai. He has over two decades of
experience in this Sector. He joined “M/s. Marine Electricals”, as a
proprietorship concern in 2002 and since then he is actively involved in
procurement, production and technical areas of the entity. He played an
instrumental role in strategising and expanding the proprietorship concern to
partnership firm and later a Company form of organisation. He started
focusing on the marketing Division of the Company and got the orders from
various industry / offices / Banks for automation, power management systems
& control centers and electrification areas. He has actively participated in
timely execution of the Industry orders. He has been guiding force behind the
growth and business strategy of the Company.

5
BOARD OF DIRECTORS
Mr. Shailendra Shukla

Executive Director (w.e.f 30th June, 2022)
Mr. Shailendra Kumar Shukla, aged 54 years, is the Executive Director (w.e.f
30th June, 2022) on the Board of Company. He has Bachelors Degree in
Electronics and Communications Engineering from University of
Marathwada, Masters Degree in Administrative Management, Post Graduate
Diploma in Weapon Control Systems from INS Valsura and Masters in
Administration from Narsee Monjee Institute of Management Studies,
Mumbai. Mr. Shukla has served at many Senior Level positions including Vice
President and Managing Director in foreign Multinational Companies. He has
around three decades of experience in Maritime, Technology and Defence
Industries.
Mr. Madan Pendse

Non-Executive Independent Director
Mr. Madan Pendse, aged 71 years, is the Non-Executive Independent

Director on the Board of Company. He has a Bachelor’s Degree in Commerce
and Master’s Degree in Business Administration. Mr. Pendse has around four
decades of experience in Finance and Accounts functions including 28 years
in Mazagon Dock Limited (now known as Mazagon Dock Shipbuilders
Limited) at various positions including General Manager (F&A). He has been
working as CFO & KMP at Reliance Naval and Engineering Limited since last
3 years. He acts as a Director on the board of various subsidiaries of Reliance
Naval and Engineering Limited.

6
BOARD OF DIRECTORS
Dr. Tanuja Pudhierkar

Non-Executive Non-Independent Director
Dr. Tanuja Pudhierkar, aged 49 years, is the Non Executive Non-Independent

Director on the Board of Company. She is M.D in Obstetrics, & Gynaecology
from University of Mumbai and has also undergone various Diploma Courses
such as Diploma in Gynaecology& Obstetrics, Diploma in Artificial
Reproductive Medicine, Diploma in Advanced Gynaecological Endoscopy,
Diploma in Specialised Advanced Gynaecological Endoscopy. Further, she
holds Bachelor’s Degree of Medicine & Bachelor’s Degree of Surgery
(M.B.B.S.), from University of Mumbai. She has around two decades of
experience in the field of Gynaecology& Obstetrics. She was associated with
various hospitals such as K.E.M Hospital, Nowrosjee Wadia Maternity
Hospital, Cooper Hospital and has been a consultant Obstetrician &
Gynaecologist at Oma Hospital, Cozy Clinique & Nursing Home and Dr.
Shankar’s Polyclinic.
Admiral Nikunj Mishra

Admiral Nikunj Mishra, aged 67 years, is the Non Executive Independent

Director on the Board of Company. He has completed M.Tech (Computer
Science) from IIT Bombay and PG Diploma in Business Management from
IGNOU. He has around 38 years of experience including about 34 years of
experience in India Navy at various levels and 4 years of experience in
Hindustan Shipyard Limited as Chairman & Managing Director. He has been
the Defence Attaché at Embassy of India, Rome. Further, he has been
adjudged as the “Best Naval Cadet” at National Defence Academy, Pune and
has stood first in overall order of Merit at Naval Engineering Course and
Advanced Electronics Engineering Course. He was also awarded “Nao Sena
Medal” by the President of India for successful completion of Aircraft Carrier
Modernisation in record time and was appreciated with many such awards in
the year 2013-2014.

7
BOARD OF DIRECTORS
Mr. Vikas Jaywant

Mr. Vikas Jaywant, aged 64, is the Non-Executive Independent Director on the
Board of Company. He holds Bachelors Degree in Electrical Engineering (B.E.
Electrical) and he has done his Masters in Marketing Management (MMM)
from Jamnalal Bajaj Institute of Management Studies. He is a certified Energy
Auditor and a Chartered Engineer. Vikas has over two decades of Work
experience with companies like Crompton and Greaves and Schneider
Electric Ltd. He is Promoter Director of Oasys Energy & Applied Technologies
Pvt Ltd since 2014.
Mr. Mohan Rao

Mr. Mohan Rao, aged 74 Years, is the Non-Executive Independent Director on

the Board of Company. He holds Bachelors Degree in Science and he has
done his Masters in Science (MSC) (Physics) from Mumbai University. He’s
been on the Board of Companies like Konkan Barge Builders Pvt Ltd and Vipul
Shipyard Pvt Ltd. Since last 10 years he’s acting as Consultant of Modest
Shipyard Pvt Ltd. He was member of National Shipping Board constitutes by
Ministry of Shipping in 2002 and also a member of High Powered Committee
for drafting the National Shipping Policy for the First Time in 1996.

8
BOARD OF DIRECTORS
Ms. Archana Rajagopalan

Ms. Archana Rajagopalan, aged 50 years, is the Non-Executive Independent

Director on the board of the company. She is a Chartered Accountant and
Certified Information Systems Auditor (from ISACA, U.S.A) She has done her
Bachelor's degree in Commerce from Hyderabad and has a diploma in
Information Technology Systems Audit (from ICAI). She has an experience of
over 18 years in various roles and Industries and has been associated with
companies like Ditech Process Solutions Private Limited, as Chief Operating
Officer, Hiranandani Group of Companies, as Manager, Finance, in
Hiranandani Foundation School, as Consultant. She is currently working as an
Associate partner with IXCFO Services Private Limited, Mumbai, since last 7
years and handles various assignments of the firm in Strategic Finance Roles.

9
CORPORATE INFORMATION
BOARD OF DIRECTORS STATUTORY AUDITOR

Mr. Vinay K Uchil Saini Pati Shah & Co LLP
(Chairman and Executive Director) (formerly knows as S G J & Co.)
Mr. Venkatesh K Uchil Chartered Accountants
(Managing Director) D-207, Times Square, Near Marol Naka Metro
Dr. Tanuja Pudhierkar Station, Andheri Kurla Road, Andheri (E) Mumbai -
(Non-Executive Non - Independent Director) 400 059
Mr. Shailendra Shukla SECRETARIAL AUDITOR

(Executive Director w.e.f 30th June, 2022)
R. Bhandari & Co
Mr. Madan Pendse CS Raghunath Bhandari
(Non-Executive Independent Director) Company Secretaries
Mr. Nikunj Mishra Office No.9, 1st Floor, Behind "B" Wing, Pushp Vinod
(Non-Executive Independent Director) No.1, S. V. Road, Borivali, Mumbai - 400 092.
Mr. Vikas Jaywant
REGISTRAR AND SHARE TRANSFER AGENTS
(Non-Executive Independent Director)
Bigshare Services Pvt. Ltd.
Mr. Mohan Rao
Office No S6-2, 6th Floor, Pinnacle Business Park,
Next to Ahura Centre, Mahakali Caves Road,
Ms. Archana Venkata Rajagopalan Andheri (East) Mumbai - 400093
Website : www.bigshareonline.com
Tel No: 022-62638200 / 022-62638295
Email id: [email protected]
CHIEF FINANCIAL OFFICER BANKERS

Ms. Namita Sethia Axis Bank
(30th July, 2020 to 30th July, 2022) IndusInd Bank
Mr. U. M. Bhakthavalsalan ICICI Bank
(w.e.f. 4th August 2022)
State Bank of India
COMPANY SECRETARY AND SHARES LISTED ON

COMPLIANCE OFFICER
Ms. Mitali Ambre (27th February, 2021) National Stock of Exchange of India Limited
Symbol: MARINE
INE01JE01028
REGISTERED OFFICE ADDRESS PLANT LOCATIONS

B/1, Udyog Sadan NO.3, MIDC, Andheri Mumbai Plant : B/1, Udyog Sadan NO.3, MIDC,
(E), Mumbai - 400 093 Andheri (E), Mumbai - 400 093
Goa Plant : Plot No. 17, 18 and Plot No. N-51, N-52,
N-54, N-55, N-56, N-57, N-59, N-60 Verna
Industrial Estate, Goa.
10
NOTICE
Notice is hereby given that the 15th Annual General Meeting (AGM) of Members of Marine Electricals (India) Limited
(CIN: L31907MH2007PLC176443) (the ‘Company’) will be held Monday, 19th September, 2022 at 11:30 A.M. (I.S.T)
through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following businesses:
ORDINARY BUSINESS:
1. Adoption of Accounts :
To receive, consider and adopt the Audited Financial Statement of the Company (Standalone and Consolidated
Financial Statement) for the financial year ended 31st March, 2022 together with the reports of the Board of
Directors and the Auditors thereon.
2. Retirement by Rotation:
To appoint a Director in place of Dr. Tanuja Pudhierkar (DIN:08190742), who retires by rotation and being eligible
offers herself for re-appointment.
SPECIAL BUSINESS:
3. To consider re-appointment of Mr. Madan Pendse (DIN: 07650301) as an Independent Director for a second
and final term of 3 (three) years effective from 11th July, 2023 till 10th July, 2026 and continuation of
directorship after attainment of 75 years of age.
To consider and if thought fit, to pass following resolution with or without modification(s) as a SPECIAL
RESOLUTION
“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of the
Companies Act, 2013 and the rules made thereunder read with Schedule IV to the Companies Act, 2013 (including
any statutory modification(s) or re-enactment(s) thereof for the time being in force) and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Nomination and
Remuneration Committee and approval of the Board of Directors, the consent of the shareholders be and is
hereby accorded for the re-appointment of Mr. Madan Pendse (DIN: 07650301) who was appointed as an
Independent Director of the Company for a term of 5 years upto 10th July, 2023 by the shareholders and in respect
of whom the Company has received a notice in writing from the Director under Section 160 of the Companies Act,
2013 proposing his candidature for the office of a Director be and is hereby re-appointed as an Independent
Director of the Company not liable to retire by rotation for a second and final term of 3 (three) years effective
immediately after expiry of his current term on 10th July, 2023 i.e. from 11th July, 2023 till 10th July, 2026.
RESOLVED FURTHER THAT the consent of the shareholders be and is hereby accorded for continuation of
directorship of Mr. Madan Pendse as an Independent Director on Board after attaining the age of 75 years”
RESOLVED FURTHER THAT the Chairman of the Company or Managing Director or Company Secretary be and
are hereby severally authorised to do such acts, things, deed, matters in relation to the above resolution.”
4. To consider re-appointment of Mr. Nikunj Mishra (DIN: 03589730) as an Independent Director for a second
and final term of 5 (five) years effective from 11th July, 2023 till 10th July, 2028.
RESOLUTION:
Remuneration Committee and approval of the Board of Directors, the consent of the Shareholders be and is
hereby accorded for the re-appointment of Mr. Nikunj Mishra (DIN : 03589730) who was appointed as an
Independent Director of the Company for a term of 5 years upto 10th July, 2023 by the shareholders and in respect
Director of the Company not liable to retire by rotation for a second and final term of 5 (Five) years effective
immediately after expiry of his current term on 10thJuly, 2023 i.e. from 11th July, 2023 till 10th July, 2028.”

11
NOTICE
5. To consider re-appointment of Mr. Mohan Rao (DIN: 02592294) as an Independent Director for a second
and final term of 3 (three) years effective from 30th May, 2023 till 29th May, 2026 and continuation of
directorship after attainment of 75 years of age.
RESOLUTION:
Remuneration Committee and approval of the Board of Directors, the consent of the shareholders be and is
hereby accorded for the re-appointment of Mr. Mohan Rao (DIN: 02592294) who was appointed as an
Independent Director of the Company for a term of 3 years upto 29th May, 2023 by the shareholders and in respect
Director of the Company not liable to retire by rotation for a second and final term of 3 (three) years effective
immediately after expiry of his current term on 29th May, 2023 i.e. from 30th May, 2023 till 29th May, 2026.
RESOLVED FURTHER THAT the consent of the shareholders be and is hereby accorded for continuation of
directorship of Mr. Mohan Rao as an Independent Director on Board after attaining the age of 75 years subject to
the approval of the shareholders at the general meeting”
6. To consider and approve change in Designation of Mr. Shailendra Shukla (DIN: 08049885) from Non
Executive Non Independent Director to Executive Director.
RESOLTION:
“RESOLVED THAT pursuant to provisions of Sections 152, 196 of the Companies Act, 2013 and any other
applicable provisions thereof and the rules made there under (including any statutory modification(s) or re-
enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013 and Articles of
Association of the Company and subject to the necessary approval(s), permissions, consents and sanctions
required, if any by the statutory authorities and all other applicable laws and regulations if any, and based on the
recommendation of the Nomination and Remuneration Committee and approval of the Board, the consent of the
shareholders be and is hereby accorded for change in designation of Mr. Shailendra Shukla (DIN: 08049885),
from Non Executive Non Independent Director to Executive Director of the Company for a period of 3 years
effective from 30th June, 2022 on such terms and conditions of appointment and remuneration as approved by the
Board of Directors.
7. ALTERATION OF THE CLAUSE 4(ii) OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
RESOLUTION:
“RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the
Companies Act, 2013, (including any statutory modifications or re- enactment thereof for the time being in force),
and subject to the necessary approval(s), permissions, consents and sanctions required, if any by the statutory
authorities and all other applicable laws and regulations if any, approval of the members of the Company be and is
hereby accorded to alter the Articles of Associations of the Company by substituting the existing Clause 4(ii)
thereof with the following new Clause 4(ii) as under:
4 (ii) Subject to the provisions of the Companies Act 2013 and the applicable Rules made thereunder, the
Company/Board shall have power to issue/ allot shares and/or other securities, whether on preferential basis or
otherwise, from time to time and the shares shall be under the control of the Directors who may allot or otherwise
dispose off the same to such persons, on such terms and conditions and at such times as the Directors think fit.

12
NOTICE
“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to take all the requisite,
incidental, consequential steps to implement the above resolution and to perform all such acts, deeds, matters and
things as it may, in its absolute discretion, deem necessary, any question, query, or doubt that may arise in this
regard, and to execute/publish all such notices, deeds, agreements, papers and writings as may be necessary and
required for giving effect to this resolution.”
8. Issue of Convertible Warrants on Preferential Basis.
RESOLUTION:
“RESOLVED THAT pursuant to the provisions of Section 23(1)(b), 42, 62(1)(c) and other applicable provisions, if
any, of the Companies Act, 2013, (“the Act”) read with all applicable Rules and laws (including any statutory
modification(s) or re-enactment thereof for the time being in force) and in accordance with the provisions of the
Memorandum of Association and Articles of Association of the Company, Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), provisions of
Chapter V and other applicable provisions, if any, of the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018, as may be modified or re-enacted from time to time (“SEBI
(ICDR) Regulations”), the applicable Rules, Notifications, Guidelines, Policies, Procedures issued by various
authorities including but not limited to the Government of India, the Securities and Exchange Board of India
(“SEBI”), the Reserve Bank of India (“RBI”) and other competent authorities and subject to necessary approvals,
permissions, sanctions and consents as may be required from any regulatory or other appropriate authorities
(including but not limited to the SEBI, RBI, the Government of India, etc.), if any, and further subject to such terms,
conditions, alterations, corrections, changes, variations and/ or modifications as may be prescribed or imposed by
the Appropriate Authorities while granting any such approvals, permissions, consents and sanctions and all such
other approvals which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the
“Board” which term shall be deemed to include any committee which the Board has constituted or may constitute to
exercise its powers, including the powers conferred by this resolution), the consent and approval of the members
of the company be and is hereby accorded to the Board and the Board be and is hereby authorized in its absolute
discretion to create, offer, issue and allot, in one or more tranches, to the Promoters and Non-Promoters as
mentioned below (hereinafter referred to as the “Proposed Allottees”) on preferential basis upto 1,00,00,000 (One
Crore) Convertible Warrants (hereinafter referred to as “warrants”) carrying an entitlement to subscribe to an
equivalent number of equity shares of face value of Rs. 2/- each at a price of Rs. 29.25/- each [Rupees Twenty Nine
and Twenty Five Paisa Only] (including premium of Rs. 27.25/- each [Rupees Twenty Seven and Twenty Five
Paisa Only]) or at a price being not lower than the minimum price calculated in accordance with the Regulations for
Preferential Issue contained in Chapter V of SEBI (ICDR) Regulations as amended, whichever is higher and the
details of the securities to be issued are as follows:
Name of Applicant (Proposed Allottees) Maximum No. of warrants

proposed to be allotted
Promoters (A)
KDU Enterprises Private Limited 20,00,000
Mr. Venkatesh K Uchil 10,00,000
Mr. Vinay K Uchil 10,00,000
Sub-Total (A) 40,00,000
Non-Promoters (B)
Bishan Narain Mittal HUF 7,00,000
Ms. Aarti Mukesh Bhanushali 6,50,000
Mr. Mukesh Kanji Bhanushali 6,50,000
Aptrans Portfolio Private Limited 6,00,000
Mr. Bimal Natvarlal Mehta 6,00,000

13
NOTICE
Name of Applicant (Proposed Allottees) Maximum No. of warrants

Ms. Dhwani Bimal Mehta 6,00,000
Mr. Manoj Bishan Mittal 5,50,000
Mr. Vishnukumar Vitthaldas Patel 2,50,000
Mr. Harsh Vishnubhai Patel 2,50,000
Ms. Ashaben Vishnukumar Patel 2,50,000
Ms. Zalak Bipinchandra Patel 2,50,000
Ms. Yogita Manoj Mittal 2,00,000
Mr. Bishan Narain Mittal 2,00,000
Mittal Capital Finvest Private Limited 2,00,000
Ms. Bhavika Mittal 50,000
Sub-Total (B) 60,00,000
Total (C) = (A+B) 1,00,00,000
RESOLVED FURTHER THAT each of the aforesaid Warrants be converted at the option of the holder at any time
within 18 months from the date of issue, in one or more than one tranches, in to one fully paid-up Equity Share of
face value of Rs. 2/- each and an amount equivalent to atleast 25% of the price fixed as above shall be received
against each warrant on or before the date of the allotment of aforesaid Warrants and the balance 75% of the price
fixed as above be received at the time of allotment of Equity Shares pursuant to exercise of option against each
such warrant by the warrant holder;
RESOLVED FURTHER THAT the monies to be received by the Company from the Proposed Allottees for
subscription of the Warrants pursuant to the Preferential Issue shall be kept by the Company in a separate account
opened by the Company for this purpose and shall be utilized by the Company in accordance with the provisions of
the Act;
RESOLVED FURTHER THAT the warrants and the equity shares on conversion of the aforesaid warrants to be so
created, offered, issued and allotted shall be subject to the provisions of the Memorandum and Articles of
Association of the Company;
RESOLVED FURTHER THAT the equity shares to be allotted on conversion of aforesaid warrants shall rank pari
passu in all respects with the existing equity shares of the Company including Dividend;
RESOLVED FURTHER THAT In the event of the Company making a bonus issue of shares or making rights issue
of shares or any other securities in whatever proportion or any corporate action prior to the exercise of the rights
attached to the warrants, the entitlement of the holders shall stand augmented in the same proportion in which the
equity share capital of the company increases as a consequence of such bonus/rights issues or any corporate
action and that the exercise price of the warrants to be adjusted accordingly, subject to such approvals as may be
required
RESOLVED FURTHER THAT the Relevant Date, as stipulated in the Regulation 161 of Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 for determination of the Issue
Price of warrants and equity shares shall be thirty (30) days prior to the date of this meeting where the proposed
preferential Issue is being considered for approval of the members of the Company or in the case where the
Relevant Date falls on Weekend/Holiday, the day preceding the Weekend/Holiday will be reckoned to be the
Relevant Date;
RESOLVED FURTHER THAT the warrants and the equity shares to be allotted on conversion of the aforesaid
warrants on preferential basis shall be locked in for such period as prescribed in Regulation 167 of Chapter V of
SEBI (ICDR) Regulations;

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NOTICE
RESOLVED FURTHER THAT the Board be and is hereby authorized to approve the other terms and conditions of
the issue and also to vary, alter or modify any of the terms and conditions in the proposal as may be required by the
agencies/authorities involved in such issues but subject to such conditions as the Reserve Bank of India
(RBI)/Securities and Exchange Board of India (SEBI) and/or such other appropriate authority may impose at the
time of their approval and as agreed to by the Board;
RESOLVED FURTHER THAT the equity shares to be allotted on conversion of the aforesaid warrants, be listed on
the stock exchange where the shares of the Company are listed and that the Board be and is hereby authorized to
make the necessary applications and to take all other steps as may be necessary for the approval of allotment of
warrants and equity shares on conversion of warrrants and listing of such equity shares and for the admission of
such equity shares with the depositories, i.e. NSDL & CDSL, and for the credit of such warrants or equity shares to
the holders dematerialized securities account;
RESOLVED FURTHER THAT for the purpose of creating, issuing, offering and allotting warrants and the equity
shares on conversion of the aforesaid warrants of the Company, the Board be and is hereby authorized to do and
perform all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient,
desirable or appropriate to give effect to this resolution in all respects and in particular to settle any questions,
difficulties or doubts that may arise with regard to the offering, issuing and allotting of warrants and equity shares
on conversion of the aforesaid warrants of the Company, as it may, in its absolute discretion, deem fit and proper;
RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers
conferred on it by or under this Resolution to any Committee of Directors of the Company or to any other Director or
Directors or Company Secretary or any other officer(s) or employee(s) of the Company or any advisor, as it may
consider appropriate in order to give effect to this Resolution.”
NOTE:
1. In view of the ongoing COVID-19 pandemic and pursuant to General Circulars No. 14/2020 dated April 8, 2020,
No. 17/2020 dated April 13, 2020, No. 20/2020 dated May 5, 2020, No. 02/2021 dated January 13, 2021, No.
21/2021 dated December 14, 2021 and No. 2/2022 dated May 5, 2022 issued by the Ministry of Corporate Affairs
and Securities and Exchange Board of India vide Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May
13, 2022 (collectively referred to as 'Circulars'), the Company is convening the 15thAGM through Video
Conferencing (‘VC’) or Other AudioVisual Means (‘OAVM’), without the physical presence of the Members. The
proceedings of the AGM will be deemed to be conducted at the Registered Office of the Company at B/1, Udyog
Sadan No.3,MIDC, Andheri (E), Mumbai - 400093 which shall be deemed venue of the AGM.
2. The relative Explanatory Statements, pursuant to Section 102 of the Act, in respect of the Special Business set out
under Items No. 3, 4, 5, 6, 7 & 8, of the accompanying Notice are annexed hereto.
3. In terms of Section 152 of the Act, Dr. Tanuja Pudhierkar Non Executive Non Independent Director, shall retire by
rotation at the ensuing AGM. Dr.. Tanuja Pudhierkar (DIN:8190742) being eligible, offers herself for re-appointment.
The Board of Directors of the Company recommends re-appointment of Dr. Tanuja Pudhierkar.
4. A statement giving additional details of the Director(s)seeking appointment /re-appointment at this AGM as set out at
Item No. 2, 3, 4, 5 & 6 of this Notice are annexed herewith as required under Regulation 36(3) of the SEBI Listing
Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India.
5. Pursuant to the provisions of the Companies Act, 2013 (“Act”) a Member entitled to attend and vote at the AGM is
entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a Member of the
Company. Since this AGM is being held pursuant to the MCA Circulars and SEBI Circulars through VC / OAVM,
physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by
the Members will not be available for the AGM and hence the Proxy Form, Attendance Slip and route map of the
AGM are not annexed to this Notice. However, the Body Corporates are entitled to appoint authorised
representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-
voting. Corporate Members are required to send, (before e-voting/ attending AGM) a duly certified copy of the
Board Resolution authorizing their representative to attend and vote at the AGM, pursuant to section 113 of the Act
on the e-mail id [email protected] not later than Friday, 16th September, 2022.
6. In case of joint holders attending the AGM, only such joint holder who is higher in the order of names will be entitled
to vote.
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NOTICE
7. The voting rights of Members shall be in proportion to their share in the paid-up equity share capital of the
Company as on the cut-off date of Monday, 12th September, 2022.
8. Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (“the Rules”) as amended from time to time, all unpaid or unclaimed dividends
are required to the transferred by the Company to the IEPF established by the Government of India, after the
completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or
claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of
IEPF Authority. The details of dividend paid by the Company and the corresponding due dates for transfer of
uncashed dividend to IEPF are furnished hereunder:
Year ended Interim / Final Dividend Date of Declaration Tentative Date for transfer to IEPF
31.03.2021 Final Dividend 28.09.2021 03.11.2028
Members who have not encashed the dividend so far in respect of the above financial year, are therefore,
requested to make their claims to the Registrar & Transfer Agent of the Company or the Company at its Registered
Office, with full details.
9. In compliance with the aforesaid MCA Circulars and SEBI Circulars the Notice calling the AGM and Annual Report
2021-22 has been uploaded on the website of the Company at https://www.marineelectricals.com/annual-
report.html The Notice can also be accessed from the website of National Stock Exchange of India Limited (NSE)
at www.nseindia.com and the AGM Notice is also available on the website of NSDL (agency for providing the
Remote e-Voting facility) i.e. www.evoting.nsdl.com.
10. Members who would like to express their views or ask questions during the AGM may register themselves as a
speaker by sending their request from their registered email address mentioning their name, DP ID and
ClientID/folio number, PAN, mobile number at [email protected] from Tuesday, 13th September, 2022
(9:00 a.m. IST) to Friday, 16th September, 2022 (5:00 p.m. IST). Those Members who have registered
themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company
reserves the right to restrict the number of speakers depending on the availability of time for the AGM.
11. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies
(Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations &
Disclosure Requirements) Regulations 2015 (as amended), and the above mentioned Circulars issued by the
MCA the Company is providing facility of remote e-voting to its Members in respect of the business to be
transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities
Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility
of casting votes by a member using remote e-voting system as well as e-voting on the day of the AGM will be
provided by NSDL.
12. The Register of Beneficial Owners, Register of Members and Share Transfer Books of the Company will remain
closed from Tuesday, 13th September, 2022 to Monday, 19th September, 2022 (both days inclusive) for the
purpose of Annual General Meeting (AGM).
13. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred
only in dematerialized form with effect from 1st April, 2019, except in case of request received for transmission or
transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of
portfolio management, members holding shares in physical form are requested to consider converting their
holdings to dematerialized form. Members can contact the Bigshare Services Private Limited, Company’s
Registrar and Share for assistance in this regard.
14. The Securities and Exchange Board of India (SEBI) has recently mandated furnishing of PAN, KYC details (i.e.,
Postal Address with Pin Code, email address, mobile number, bank account details) and nomination details by
holders of securities. Effective from January 01, 2022, any service requests or complaints received from the

16
NOTICE
member, will not be processed by RTA till the aforesaid details/ documents are provided to RTA. On or after April
01, 2023, in case any of the above cited documents/ details are not available in the Folio(s), RTA shall be
constrained to freeze such Folio(s). Relevant details and forms prescribed by SEBI in this regard are available on
the website of the Company at https://www.marineelectricals.com/images/report/Furnishing-of-PAN-KYC-
details-and-Nomination-by-holders-of-physical-securities.pdf
15. Members holding shares in dematerialized form are requested to notify any change in their addresses, bank
details or e-mail address with their respective DP and those holding shares in physical form are requested to notify
the RTA at the following address:
Andheri (East) Mumbai - 400093
Tel No: 022-62638200/022-62638295
16. Members holding shares in physical form are advised to avail the Nomination facility in respect of their shares by
filling the prescribed form. Members holding shares in electronic form may contact their DP for recording their
Nomination.
17. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the
commencement of the Meeting by following the procedure mentioned in the Notice. The attendance of the
Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under
Section 103 of the Companies Act, 2013.
18. Members seeking any information with regard to the Accounts or any matter to be placed at the AGM, Register of
Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, Register
of Contracts or Arrangements in which Directors are interested under Section 189 of the Act and relevant
documents referred to in the accompanying Notice and in the Explanatory Statement are requested to write to the
Company on or before Friday, 16th September, 2022 through e-mail on [email protected]. The same will
be replied by the Company suitably.
19. Members seeking any information with regard to any matters be placed at the AGM, are requested to write well in
advance to the Company on the same will be replied by the Company suitably.
20. The Company’s Statutory Auditors, SAINI PATI SHAH & CO LLP (Formerly knows as SGJ & Co), Chartered
Accountants, registered with the Institute of Chartered Accountants of India vide registration number 137904W /
W100622, were appointed as Statutory Auditors of the Company for a period of five (5) consecutive years at the
Annual General Meeting (“AGM”) of the Members held on 31st August 2018 on a remuneration mutually agreed
upon by the Board of Directors and the Statutory Auditors. Pursuant to the amendments made to Section 139 of the
Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from 7th May, 2018, the requirement of
seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the
Statute. In view of the above, ratification by the Members for continuance of their appointment at this AGM is not
being sought.
The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their
appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.
21. Voting through electronic means:
a. The remote e-voting period begins on Thursday, 15th September, 2022 at 9:00 A.M. and ends on Sunday,
18th September at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The
Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off
date) i.e. Monday, 12th September, 2022 may cast their vote electronically. The voting right of shareholders
shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date,
being Monday, 12th September, 2022.

17
NOTICE
b. Members joining the meeting through VC, who have not already cast their votes by means of remote e-voting,
shall be able to exercise their right to vote through e-voting at the AGM. The Members who have cast their
vote by remote e-voting prior to the AGM may also join the AGM through VC but shall not be entitled to cast
their vote again.
c. The voting rights of the Members shall be in proportion to their shares in the paid-up share capital of the
Company as on the cut-off date, being Monday, 12thSeptember, 2022
d. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the
Company and becomes member of the Company after the notice is send through e-mail and holding shares
as of the cut-off date i.e. Monday, 12th September, 2022 may obtain the login ID and password by sending a
request at [email protected] or Issuer/RTA. However, if you are already registered with NSDL for remote e-
voting, then you can use your existing user ID and password for casting your vote. If you forgot your
password, you can reset your password by using “Forgot User Details/Password” or “Physical User Reset
Password” option available on www.evoting.nsdl.com or call on toll free no. 18001020990 and 1800224 30 .
In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company
and becomes a Member of the Company after sending of the Notice and holding shares as of the cutoff date
i.e. Monday, 12th September, 2022 may follow steps mentioned in the Notice of the AGM under “Access to
NSDL e-Voting system”.
e. The Company has appointed Akansha Rathi & Associates, Practicing Company Secretary (Membership No.
9288, COP: 10134) as the Scrutinizer to scrutinize the voting and remote e-Voting process in a fair and
transparent manner.
f. The Scrutinizer shall, immediately after the conclusion of the AGM, count the votes cast at the AGM and
thereafter, unblock the votes cast through remote e-voting in the presence of at least two witnesses not in
employment of the Company. The Scrutinizer shall submit a consolidated Scrutinizer's Report of the total
votes cast in favour of or against, if any, not later than two working days of the conclusion of the AGM to the
Chairman or a person authorised by him. The Chairman or any other person authorised by the Chairman,
shall declare the result of the voting forthwith.
g. The resolution will be deemed to be passed on the AGM date subject to receipt of the requisite number of
votes in favour of the resolutions. The results declared along with the scrutinizers report shall be placed on the
Company’s website https://www.marineelectricals.com/ and on the website of NSDL www.evoting.nsdl.com
immediately after the result is declared by the Chairman.
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS
UNDER:-
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in
demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are allowed to vote through their demat account maintained with
Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their
demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:

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NOTICE
Type of shareholders Login Method

Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL Viz.
holding securities in demat https://eservices.nsdl.com either on a Personal Computer or on a mobile.
mode with NSDL. On the e-Services home page click on the “Beneficial Owner” icon under
“Login” which is available under ‘IDeAS’ section , this will prompt you to
enter your existing User ID and Password. After successful authentication,
you will be able to see e-Voting services under Value added services. Click
on “Access to e-Voting” under e-Voting services and you will be able to see
e-Voting page. Click on company name or e-Voting service provider i.e.
NSDL and you will be re-directed to e-Voting website of NSDL for casting
your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to register is available
at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal”
or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat account number hold with
NSDL), Password/OTP and a Verification Code as shown on the screen.
After successful authentication, you will be redirected to NSDL Depository
site wherein you can see e-Voting page. Click on company name or e-
Voting service provider i.e. NSDL and you will be redirected to e-Voting
website of NSDL for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
4. Shareholders/Members can also download NSDL Mobile App “NSDL
Speede” facility by scanning the QR code mentioned below for seamless
voting experience.
Individual Shareholders 1. Existing users who have opted for Easi / Easiest, they can login through
holding securities in demat their user id and password. Option will be made available to reach e-Voting
mode with CDSL page without any further authentication. The URL for users to login to Easi /
Easiest are https://web.cdslindia.com/myeasi/home/login or
www.cdslindia.com and click on New System Myeasi.
2. After successful login of Easi/Easiest the user will be also able to see the E
Voting Menu. The Menu will have links of e-Voting service provider i.e.
NSDL. Click on NSDL to cast your vote.
3. If the user is not registered for Easi / Easiest, option to register is available
at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

19
NOTICE
Type of shareholders Login Method

4. Alternatively, the user can directly access e-Voting page by providing
demat Account Number and PAN No. from a link in www.cdslindia.com
home page. The system will authenticate the user by sending OTP on
registered Mobile & Email as recorded in the demat Account. After
successful authentication, user will be provided links for the respective
ESP i.e. NSDL where the e-Voting is in progress
Individual Shareholders You can also login using the login credentials of your demat account through
(holding securities in demat your Depository Participant registered with NSDL/CDSL for e-Voting facility.
mode) login through their upon logging in, you will be able to see e-Voting option. Click on e-Voting
depository participants option, you will be redirected to NSDL/CDSL Depository site after successful
authentication, wherein you can see e-Voting feature. Click on company name
or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting
website of NSDL for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to
login through Depository i.e. NSDL and CDSL.
Login type Helpdesk Details

I n d i v i d u a l S h a r e h o l d e r s Members facing any technical issue in login can contact NSDL helpdesk by
holding securities in demat sending a request at [email protected] or call at toll free no.: 1800 1020 990
mode with NSDL and 1800 22 44 30
I n d i v i d u a l S h a r e h o l d e r s Members facing any technical issue in login can contact CDSL helpdesk by
holding securities in demat sending a request at [email protected] or contact at 022-
mode with CDSL 23058738 or 022-23058542-43
B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual
shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification
Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at
https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after
using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote
electronically.
4. Your User ID details are given below :

20
NOTICE
Manner of holding shares i.e. Demat Your User ID is:

(NSDL or CDSL) or Physical
a) For Members who hold shares in demat account 8 Character DP ID followed by 8 Digit Client ID
with NSDL For example if your DP ID is IN300*** and Client ID
is 12****** then your user ID is IN300***12******.
b) For Members who hold shares in demat 16 Digit Beneficiary ID
account with CDSL. For example if your Beneficiary ID is
12************** then your user ID is
12**************
c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number
registered with the company
For example if folio number is 001*** and EVEN
is 101456 then user ID is 101456001***
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast
your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’
which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial
password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is
communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox.
Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open
the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or
folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial
password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those
shareholders whose email ids are not registered.
6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL
or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on
www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at
[email protected] mentioning your demat account number/folio number, your PAN, your name and
your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting
system of NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.

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NOTICE
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding
shares and whose voting cycle and General Meeting is in active status.
2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and
casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM”
link placed under “Join Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for
which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation
page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy
(PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature
of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to
[email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than
individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc.
by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
2. It is strongly recommended not to share your password with any other person and take utmost care to keep
your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts
to key in the correct password. In such an event, you will need to go through the “Forgot User
Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to
reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting
user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free
no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Pallavi Mhatre, Manager at
[email protected]
Process for those shareholders whose email ids are not registered with the depositories for procuring user
id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share
certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of
Aadhar Card) by email to [email protected]
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID),
Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card),
AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual
shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A)
i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

22
NOTICE
3. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for
e-voting by providing above mentioned documents.
4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are allowed to vote through their demat account maintained with
Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID
correctly in their demat account in order to access e-Voting facility.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:-
1. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e-
voting.
2. Only those Members/ shareholders, who will be present in the EGM/AGM through VC/OAVM facility and have not
casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be
eligible to vote through e-Voting system in the EGM/AGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not
be eligible to vote at the EGM/AGM.
4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the
day of the EGM/AGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:
1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting
system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After
successful login, you can see link of “VC/OAVM link” placed under “Join meeting” menu against company name.
You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will
be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the
members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may
retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
2. Members are encouraged to join the Meeting through Laptops for better experience.
3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance
during the meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile
Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore
recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
5. Shareholders who would like to express their views/have questions may send their questions in advance
m e n t i o n i n g t h e i r n a m e d e m a t a c c o u n t n u m b e r / f o l i o n u m b e r, e m a i l i d , m o b i l e n u m b e r a t
([email protected]) from Tuesday, 13th September, 2022 (9:00 a.m. IST) to Friday, 16th September,
2022 (5:00 p.m. IST).The same will be replied by the company suitably.
In case of any grievances connected with facility for e-voting, please contact:
A. Ms. Pallavi Mhatre, Manager
E-voting Helpdesk
National Securities Depository Limited
Email: [email protected].
Phone: 022 - 24994545
B. Ms. Mitali Ambre, Company Secretary and Compliance Officer
Registered Address: B/1, Udyog Sadan NO.3, MIDC, Andheri (E), Mumbai - 400093
Email: [email protected]
Phone: 022 40334300

23
NOTICE
C. Mr. Bhagwan
Bigshare Services Pvt Ltd (RTA)
Registered Office:Office No S6-2, 6th floor Pinnacle Business Park,
Andheri (East) Mumbai – 400093,
Phone: 022 62638200
By Order of the Board of Directors
Mr. Vinay Uchil

DIN: 01276871
Mumbai, 22ⁿᵈ August 2022
Registered Office:
B/1, Udyog Sadan NO.3, MIDC, Andheri (E), Mumbai - 400093
CIN : L31907MH2007PLC176443
Email ID : [email protected]
Website: www.marineelectricals.com
Tel. No : 91-22-4033 4300

24
NOTICE
Explanatory Statement pursuant to Section 102 of the Act

Pursuant to Regulation 36(3) of the Listing Regulations read with Section 102 of the Act, the following explanatory
statement sets out all material facts relating to Item No. 3, 4, 5, 6, 7 & 8 of the Notice
Item No 3
Mr. Madan Pendse (DIN: 07650301) was appointed as Independent Director on the Board of the Company under the
Companies Act 2013.w.e.f. 11th July, 2018. His first term of five years is getting completed on 10th July, 2023.
Mr. Madan Pendse holds Bachelor's Degree in Commerce and a Master's Degree in Business Administration. Mr.
Pendse has around four decades of experience in Finance and Accounts functions including 28 years in Mazagon Dock
Limited (now known as Mazagon Dock Shipbuilders Limited) at various post including General Manager (F&A) and 2
years in Reliance Defence Engineering Limited as CFO & Controller (Finance). During his tenure, he was also
appointed as Director on the board of various subsidiaries of Reliance Defence and Engineering Limited. He currently,
works as a freelancer finance and tax consultant. His contributions to board’s discussions and decisions on various
strategic matters especially on financial and investment related areas have been significant and beneficial to the
Company.
Further as per Regulation 17 (1A) SEBI (LODR) 2015, no company shall appoint or continue the directorship of any
person as a non-executive director who has attained the age of 75 years unless a special resolution is passed to that
effect. Mr. Madan Pendse will complete 75 years on 21st March 2026 and thereafter his continuation on the Board of the
Company shall require approval of the shareholders.
Based on the recommendations of the NRC considering his expertise, experience and contribution and performance
evaluation of directors, the Board of Directors has proposed to the shareholders his re-appointment for a second and
final term of 3 (three) years effective immediately after expiry of his current term on 10th July, 2023 i.e. from 11th July,
2023 till 10th July, 2026 and for continuation of directorship of Mr. Madan Pendse as an Independent Director on Board
after attaining the age of 75 years.
His re-appointment proposal is in line with the Company’s policy on Director’s appointment and remuneration and he
shall not be liable to retire by rotation at the Annual General Meeting as provided under Section 152(6) of the
Companies Act, 2013. He continues to fulfil the conditions for re-appointment as an Independent Director as specified
in the Act and SEBI LODR. Mr. Madan Pendse is not disqualified from being appointed as a Director in terms of section
164 of the Act and has consented for his re-appointment.
The Company has received a declaration from him that he meets with the criteria of independence as prescribed both
under Section 149(6) of the Act and provisions of SEBI LODR, has registered with the Independent Director databank
maintained by Indian Institute of Corporate Affairs (IICA) and has passed the requisite proficiency test.
In the opinion of Board, Mr. Madan Pendse fulfils the conditions for re-appointment as an Independent Director as
specified in the relevant provisions of the Act and SEBI LODR and he is independent of management of the Company.
Other information relating to his re-appointment in accordance with Secretarial Standard –SS-2 and Regulation 36(3)
of SEBI LODR is annexed to the Notice.
The terms and conditions of re-appointment as an Independent Director is available for inspection by members at the
registered office of the Company during the working hours up to the date of AGM and also on the investor section of
website of the Company www.marineelectricals.com .His re-appointment will also be governed by the policy of the
Company as applicable to the Board of Directors.
Mr. Madan Pendse is interested in the resolution as it relates to his own appointment. None of the other Directors and
KMP of the Company and their relatives are concerned or interested, financial or otherwise in this resolution, except to
the extent of their shareholding, if any, in the Company. The Board recommends passing the resolution as set out at
item no.3 of this notice as a special resolution.
Item No 4:
Mr. Nikunj Mishra (DIN: 03589730) was appointed as Independent Director on the Board of the Company under the
Companies Act 2013.w.e.f. 11th July, 2018 .His first term of five years is getting completed on 10th July, 2023.

25
NOTICE
Mr. Nikunj Mishra has completed M Tech (Computer Science) from IIT Bombay and PG Diploma in Business
Management from IGNOU. He has around 38 years of experience including about 34 years of experience in India Navy
at various levels and 4 years of experience in Hindustan Shipyard Limited as Managing Director. Further, He has been
accredited as the "Best Naval Cadet' from National Defence Academy, Pune and has Stood First in overall order of Merit
at Naval Engineering Course and Advanced Electronics Engineering Course. He was also awarded "Nao Sena Medal"
by the President of India for successful completion of Aircraft Carrier Modernisation in record time and was appreciated
with many such awards in the year 2013-2014.
As a Non executive Independent Director of our Company, his contributions for providing his expertise in
Administration, Management and compliance related matters of our Company have been significant and beneficial to
the Company.
evaluation of directors, the Board of Directors has proposed to the shareholders his re-appointment for a second and
final term of 5 (Five) years effective immediately after expiry of his current term on 10th July, 2023 i.e. from 11th July, 2023
till 10th July, 2028."
His re-appointment proposal is in line with the Company’s policy on Director’s appointment and remuneration and he
shall not be liable to retire by rotation at the Annual General Meeting as provided under Section 152(6) of the
Companies Act, 2013. He continues to fulfil the conditions for re-appointment as an Independent Director as specified
in the Act and SEBI LODR. Mr. Nikunj Mishra is not disqualified from being appointed as a Director in terms of section
164 of the Act and has consented for his re-appointment.
The Company has received a declaration from him that he meets with the criteria of independence as prescribed both
under Section 149(6) of the Act and provisions of SEBI LODR, has registered with the Independent Director databank
maintained by Indian Institute of Corporate Affairs (IICA) and is exempted from the requisite proficiency test.
In the opinion of Board, Mr. Nikunj Mishra fulfils the conditions for re-appointment as an Independent Director as
specified in the relevant provisions of the Act and SEBI LODR and he is independent of management of the Company.
Other information relating to his re-appointment in accordance with Secretarial Standard –SS-2 and Regulation 36(3)
of SEBI LODR is annexed to the Notice.
registered office of the Company during the working hours up to the date of AGM and also on the investor section of
website of the Company www.marineelectricals.com .His re-appointment will also be governed by the policy of the
Mr. Nikunj Mishra is interested in the resolution as it relates to his own appointment. None of the other Directors and
KMP of the Company and their relatives are concerned or interested, financial or otherwise in this resolution, except to
the extent of their shareholding, if any, in the Company. The Board recommends passing the resolution as set out at
item no.4 of this notice as a special resolution.
Item No 5:
Mr. Mohan Rao (DIN: 02592294) was appointed as Independent Director on the Board of the Company under the
Companies Act 2013. w.e.f. 30th May, 2020. His first term of three years is getting completed on 29th May, 2023
Mr. Mohan Rao holds Bachelors Degree in Science and he has done his Masters in Science (MSC) (Physics) from
Mumbai University. He's been on the Board of Companies like Konkan Barge Builders Pvt Ltd .Since last 10 years he's
acting as Consultant of Modest Shipyard Pvt Ltd. As a Non executive Independent Director of our Company, his
contributions for providing his expertise in Administration, Management and compliance related matters of our
Company have been significant and beneficial to the Company.
Further as per Regulation 17 (1A) SEBI (LODR) 2015, no company shall appoint or continue the directorship of any
person as a non-executive director who has attained the age of 75 years unless a special resolution is passed to that
effect. Mr. Mohan Rao will complete 75 years on 1st November, 2023 and thereafter his continuation on the Board of the
Company shall require approval of the shareholders.

26
NOTICE
evaluation of directors, the Board of Directors has proposed to the shareholders his re-appointment for a second and final
term of 3 (three) years effective immediately after expiry of his current term on 29th May, 2023 i.e. from 30th May, 2023 till 29th
May, 2026 and for continuation of directorship of Mr. Mohan Rao as an Independent Director on Board after attaining the
age of 75 years.”
His re-appointment proposal is in line with the Company’s policy on Director’s appointment and remuneration and he shall
not be liable to retire by rotation at the Annual General Meeting as provided under Section 152(6) of the Companies Act,
2013. He continues to fulfil the conditions for re-appointment as an Independent Director as specified in the Act and SEBI
LODR. Mr. Mohan Rao is not disqualified from being appointed as a Director in terms of section 164 of the Act and has
consented for his re-appointment.
The Company has received a declaration from him that he meets with the criteria of independence as prescribed both under
Section 149(6) of the Act and provisions of SEBI LODR, has registered with the Independent Director databank maintained
by Indian Institute of Corporate Affairs (IICA) and has passed the requisite proficiency test.
In the opinion of Board, Mr. Mohan Rao fulfils the conditions for re-appointment as an Independent Director as specified in
the relevant provisions of the Act and SEBI LODR and he is independent of management of the Company. Other
information relating to his re-appointment in accordance with Secretarial Standard –SS-2 and Regulation 36(3) of SEBI
LODR is annexed to the Notice.
registered office of the Company during the working hours up to the date of AGM and also on the investor section of website
of the Company https://www.marineelectricals.com/. His re-appointment will also be governed by the policy of the
Mr. Mohan Rao is interested in the resolution as it relates to his own appointment. None of the other Directors and KMP of
the Company and their relatives are concerned or interested, financial or otherwise in this resolution, except to the extent of
their shareholding, if any, in the Company. The Board recommends passing the resolution as set out at item no.5 of this
notice as a special resolution.
Item No 6:
The Board of Directors at its Meeting held on 27th May, 2022 approved the change in designation of change in designation of
Mr. Shailendra Shukla (DIN: 08049885), from Non Executive Non Independent Director to Executive Director of the
Company for a period of 3 years effective from 30th June, 2022 on such terms and conditions of appointment and
remuneration as approved by the Board of Directors subject to the shareholders’ approval. Hence, as per the provisions of
the act, he will hold office up to the date of this Annual General Meeting.
Further, the Company has received consent in writing to act as director and intimation in Form DIR 8 pursuant to Rule 8 of
the Companies (Appointment and Qualifications of Directors) Rules, 2014, to the effect that he is not disqualified under sub-
section (2) of section 164 of the Companies Act, 2013.
The Board of Directors in its Meeting held on 22nd October, 2021 had approved an investment of USD 1.55 million for
acquiring 75% equity shares in tranches in Xanatos Marine Ltd., further it was decided to appoint Mr. Shailendra Shukla as
CEO in Xanatos Marine Ltd pursuant to which there is need to change the Designation of Mr, Shailendra Shukla, The Board
considers that his association would be of immense benefit to the Company and it is desirable to avail his services as
Director. Accordingly, in terms of the requirements of the provisions of Companies Act, 2013 approval of the members of the
Company is required for regularization of Mr. Shailendra Shukla (DIN: 08049885) as Executive Director of the Company.
Mr. Shailendra Kumar Shukla, aged 54 years, holds Bachelors Degree in Electronics and Communications Engineering
from University of Marathwada and Masters in Administrative Management, Business Administration in Narsee Monjee
Institute for Management Studies, from Mumbai University. He is a Non executive Non Independent Director on the Board
of the Company. In addition to the above, the Board is of the view that the appointment of Mr. Shailendra Kumar Shukla, on
the Company’s Board as Executive Director is desirable and would be beneficial to the Company and hence it recommends
to the shareholders to approve the change his designation from Non Executive Non Independent Director to Executive
Director of the Company for a period of 3 years effective from 30th June, 2022 on such terms and conditions of appointment
and remuneration as approved by the Board of Directors through the said Resolution.
27
NOTICE
Mr. Shailendra Kumar Shukla is interested in the resolution as it relates to his own appointment. None of the other
Directors and KMP of the Company and their relatives are concerned or interested, financial or otherwise in this
resolution, except to the extent of their shareholding, if any, in the Company. The Board recommends passing the
resolution as set out at item no.6 of this notice as a Special Resolution.
Item No 7:
The Board of Directors in its board Meeting held on 22nd August, 2022 had approved (subject to the approval of
members) the amendment in the Article of Association of the Company with respect to the following:
Clause 4(ii) Share Capital & Variation of Rights - by way of insertion of the words “and/or other securities”
The Board felt that there was need to amend the Clause 4(ii) of the AOA and insert the words “and/or other securities” to
widen the scope of preferential issue by including all kind of securities.
Pursuant to the provisions of section 14 of the Companies Act, 2013, alteration of articles requires approval of the
members of the Company by way of a Special Resolution at a general meeting.
A copy of the proposed amended Articles of Association (AOA) is available for inspection in physical by the members at
the registered office of the Company during normal business hours on all working days from the date of dispatch of the
notice, up to the last date of voting i.e. Sunday, 18th September, 2022 and is also available on the website of the
Company at https://www.marineelectricals.com/annual-report.html
The Board recommends the Special Resolution set out at Item No. 7 of the Notice for approval by the Members.
None of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or
interested in the passing of the Resolutions as item No. 7
Item No 8:
The following disclosure is made in accordance with the provisions of the Companies Act, 2013 ("the Act”) and Chapter
V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as
amended thereof (hereinafter referred to as “SEBI (ICDR) Regulations”).
1. OBJECT OF THE PREFERENTIAL ISSUE:
In order to meet with its long term working capital requirements, investment in subsidiary(ies) and general
corporate purposes, it is proposed to raise funds by issue of warrants on preferential basis. The Board of Directors
of the Company in its board meeting held on Monday, 22nd August, 2022 has decided to issue and allot upto
1,00,00,000 Warrants carrying an entitlement to subscribe to an equivalent number of equity shares of face value
of Rs.2/- each at a price of Rs. 29.25/‐ per Equity Share [Rupees Twenty Nine and Twenty Five Paisa Only]
(including premium of Rs. 27.25/- each [Rupees Twenty Seven and Twenty Five Paisa Only]) or at a price being not
lower than the minimum price calculated in accordance with the Regulations for Preferential Issue contained in
Chapter V of SEBI (ICDR) Regulations as amended, whichever is higher.
The proposed Preferential Issue of Convertible Warrants will further strengthen the Company’s capital base and
balance sheet.
2. MAXIMUM NUMBER OF SPECIFIED SECURITIES TO BE ISSUED:
To create, offer, issue and allot on a preferential basis to Promoters and Non-Promoters upto 1,00,00,000 (One
Crore) Warrants carrying an entitlement to subscribe to an equivalent number of equity shares of face value of Rs.
2/- each of the Company at a price of Rs. 29.25/‐ per Equity Share [Rupees Twenty Nine and Twenty Five Paisa
Only] (including premium of Rs. 27.25/- each [Rupees Twenty Seven and Twenty Five Paisa Only]) or at a price
being not lower than the minimum price calculated in accordance with the Regulations for Preferential Issue
contained in Chapter V of SEBI (ICDR) Regulations as amended, whichever is higher.
Issue of the Equity Shares on conversion of warrants pursuant to the Preferential Issue would be within the
Authorised Share Capital of the Company.
3. THE CLASS OR CLASSES OF PERSONS TO WHOM THE ALLOTMENT IS PROPOSED TO BE MADE:
The Allotment is proposed to be made to the Individuals/Hindu Undivided Family (HUF)/Bodies Corporates
belonging to Promoters and Non-Promoters as per the details mentioned at point no. 9 below.

28
NOTICE
4. INTENT OF THE PROMOTERS, DIRECTORS OR KEY MANAGEMENT PERSONNEL OF THE COMPANY TO

SUBSCRIBE TO THE OFFER:
None of the Promoters/Promoter Group, Directors or Key Management Personnel of the Company are subscribing to
the proposed preferential offer, except the following, who have conveyed to the Company in writing to subscribe to the
Warrants carrying an entitlement to subscribe to an equivalent number of equity shares of face value of Rs. 2/- each of
the Company on preferential basis as proposed under Special Resolution at Item No. 8 above.
Sr. No Name of Applicant (Proposed Allottee) Category Maximum No. of warrants
1. KDU Enterprises Private Limited Promoter 20,00,000
2. Mr. Venkatesh K Uchil Promoter/Managing Director 10,00,000
3. Mr. Vinay K Uchil Promoter/Wholetime Director 10,00,000
5. SHAREHOLDING PATTERN OF THE COMPANY BEFORE AND AFTER THE PROPOSED ISSUE:
Sr. CATEGORY Pre-Issue Equity No. of Warrants Post-Issue Equity

No. Holdings proposed to be issued Holdings*
No. of Shares % of No. of Shares No. of Shares % of
Shareholding Shareholding
A Promoter’s Holding
1 Indian Promoter/ 9,04,14,220 73.71 40,00,000 9,44,14,220 71.17
Promoter Group
2 Foreign Promoter/ 0 0.00 0 0 0.00
Promoter Group
Sub-Total (A) 9,04,14,220 73.71 40,00,000 9,44,14,220 71.17
B Non-Promoter’s Holding
1 Institutions: 0 0.00 0 0 0.00
2 Non-Institutions:
Private Corporate Bodies 3,26,077 0.27 8,00,000 11,26,077 0.85
Directors and relatives 0 0.00 0 0 0.00
Indian Public and HUF 3,14,30,094 25.62 52,00,000 3,66,30,094 27.61
Others (including NRIs) 4,94,859 0.40 0 4,94,859 0.37
Sub-Total (B) 3,22,51,030 26.29 60,00,000 3,82,51,030 28.83

TOTAL (A+B) 12,26,65,250 100.00 1,00,00,000 13,26,65,250 100.00
* Assuming entire 1,00,00,000 warrants proposed to be issued under this Preferential issue is allotted and
converted into equity shares.
6. NO CHANGE IN CONTROL:
The existing promoters of the company will continue to be in control of the company and there will not be any
changes in the management/control of the company as a result of the proposed preferential allotment.
7. LOCK-IN PERIOD:
The warrants and equity shares to be allotted on conversion of the aforesaid warrants on preferential basis shall be
locked in, for such period as prescribed in Chapter V of SEBI (ICDR) Regulations.
The entire pre preferential shareholding of the allottees, if any, shall be locked in as per Regulation 167(6) of
Chapter V of the SEBI (ICDR) Regulations.

29
NOTICE
8. TIME FRAME WITHIN WHICH THE PREFERENTIAL ALLOTMENT SHALL BE COMPLETED:

The proposed allotment of Warrants shall be completed, in accordance with Regulation 170 of SEBI (ICDR)
Regulations, within 15 (fifteen) days period from the later of: (i) date of passing of the shareholders’ special resolution;
or (ii) receipt of the permission or approval from any regulatory authority or the Central Government, if any, including
receipt of the ‘in principle approval’ from all the stock exchanges (pursuant to Regulation 28 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015) where the shares of the Company are listed.
The allotment of warrants and equity shares on conversion of warrants will be completed in dematerialized form.
9. IDENTITY OF NATURAL PERSONS WHO ARE THE ULTIMATE BENEFICIAL OWNERS OF THE SHARES
PROPOSED TO BE ALLOTED AND/OR WHO ULTIMATELY CONTROL THE PROPOSED ALLOTTEES AND
THE PERCENTAGE OF POST PREFERENTIAL ISSUE CAPITAL THAT MAY BE HELD BY THE ALLOTTEES:
In compliance with Regulation 163(1)(f) and 163(1)(fa) of SEBI (ICDR) Regulations and amendments thereof and also
in compliance with SEBI Circular No. CIR/MIRDS/2/2013 dated January 24, 2013, details of the proposed allottees to
whom securities to be issued pursuant to the Special Resolution at Item No. 8 of the Notice, the Identity of Natural
Persons who are the Ultimate Beneficial Owners of the proposed allottees and the percentage of the expanded capital
to be held by the proposed allottees after the proposed allotment of the said securities are as under:
Name of Identity of Pre-Issue Equity No. of warrants proposed Post-Issue Equity

Proposed Natural Persons Holdings to be issued Holding*
Allottees Who are the
Ultimate Beneficial
Owners
No. of Shares % of No. of Shares % of
Promoters
KDU Mr. Vinay K Uchil 6,34,06,875 51.69% 20,00,000 6,54,06,875 49.30%
Enterprises
Private
Limited
Mr. Mr. Venkatesh 2,67,72,375 21.83% 10,00,000 2,77,72,375 20.93%
Venkatesh K. Uchil
K. Uchil
Mr. Vinay Mr. Vinay K Uchil 79,000 0.06% 10,00,000 10,79,000 0.81%
K Uchil
Non-Promoters
Bishan Mr. Bishan Narain 0 0.00% 7,00,000 7,00,000 0.53%
Narain Mittal (Karta of HUF)
Mittal HUF
Ms. Aarti Ms. Aarti Mukesh 15,000 0.01% 6,50,000 6,65,000 0.50%
Mukesh Bhanushali
Bhanushali
Mr. Mukesh Mr. Mukesh Kanji 0 0.00% 6,50,000 6,50,000 0.49%
Kanji Bhanushali
Bhanushali
Aptrans Mr. Mukesh Kanji 10,000 0.01% 6,00,000 6,10,000 0.46%
Portfolio Bhanushali
Private
Limited
Mr. Bimal Mr. Bimal Natvarlal 0 0.00% 6,00,000 6,00,000 0.45%
Natvarlal Mehta
Mehta
Ms. Ms. Dhwani Bimal 0 0.00% 6,00,000 6,00,000 0.45%
Dhwani Mehta
Bimal
Mehta
Mr. Manoj Mr. Manoj Bishan 17,500 0.01% 5,50,000 5,67,500 0.43%
Bishan Mittal
Mittal
Mr.
Vishnukumar Mr. Vishnukumar 0 0.00% 2,50,000 2,50,000 0.19%
Vitthaldas Vitthaldas Patel
Patel

30
NOTICE
Name of Identity of Pre-Issue Equity No. of warrants proposed Post-Issue Equity

s
Proposed Natural Persons Holdings to be issued Holding*
Allottees Who are the
Ultimate Beneficial
Owners
No. of Shares % of No. of Shares % of
Mr. Harsh Mr. Harsh 1,312 0.001%** 2,50,000 2,51,312 0.19%
Vishnubhai Vishnubhai Patel
Patel
Ms. Ms. Ashaben 0 0.00% 2,50,000 2,50,000 0.19%
Ashaben Vishnukumar Patel
Vishnukumar
Patel
Ms. Zalak Ms. Zalak 0 0.00% 2,50,000 2,50,000 0.19%
Bipinchandra Bipinchandra
Patel Patel
Ms. Yogita Ms. Yogita Manoj 2,000 0.002%** 2,00,000 2,02,000 0.15%
Manoj Mittal
Mittal
Mr. Bishan Mr. Bishan Narain 0 0.00% 2,00,000 2,00,000 0.15%
Narain Mittal
Mittal
Mittal Ms. Brijlata Mittal 0 0.00% 2,00,000 2,00,000 0.15%
Capital
Finvest
Private
Limited
Ms. Ms. Bhavika Mittal 0 0.00% 50,000 50,000 0.04%
Bhavika
Mittal
* Assuming entire 1,00,00,000 warrants proposed to be issued under this Preferential issue is allotted and
converted into equity shares.
** Negligible
The consent of the Members is sought for the issue of Warrants Convertible into equal number of Equity Shares, in
terms of Section 62 of the Companies Act, 2013, and all applicable provisions of the Companies Act, 2013 and in
terms of the provisions of the SEBI (ICDR) Regulations and the listing agreement entered into by the Company
with the stock exchange, where the Company’s equity shares is listed.
10. THE CURRENT AND PROPOSED STATUS OF THE ALLOTTEES POST THE PREFERENTIAL ISSUE
NAMELY, PROMOTER OR NON-PROMOTER:
Proposed Allottees Current status of Proposed status of the allottees

the allottees post the preferential issue
KDU Enterprises Private Limited Promoter Promoter
Mr. Venkatesh K Uchil Promoter Promoter
Mr. Vinay K Uchil Promoter Promoter
Bishan Narain Mittal HUF* Non-Promoter Non-Promoter
Ms. Aarti Mukesh Bhanushali Non-Promoter Non-Promoter

31
NOTICE
Proposed Allottees Current status of Proposed status of the allottees

the allottees post the preferential issue
Mr. Mukesh Kanji Bhanushali* Non-Promoter Non-Promoter
Aptrans Portfolio Private Limited Non-Promoter Non-Promoter
Mr. Bimal Natvarlal Mehta* Non-Promoter Non-Promoter
Ms. Dhwani Bimal Mehta* Non-Promoter Non-Promoter
Mr. Manoj Bishan Mittal Non-Promoter Non-Promoter
Mr. Vishnukumar Vitthaldas Patel* Non-Promoter Non-Promoter
Mr. Harsh Vishnubhai Patel Non-Promoter Non-Promoter
Ms. Ashaben Vishnukumar Patel* Non-Promoter Non-Promoter
Ms. Zalak Bipinchandra Patel* Non-Promoter Non-Promoter
Ms. Yogita Manoj Mittal Non-Promoter Non-Promoter
Mr. Bishan Narain Mittal* Non-Promoter Non-Promoter
Mittal Capital Finvest Private Limited* Non-Promoter Non-Promoter
Ms. Bhavika Mittal* Non-Promoter Non-Promoter
*: Currently not holding any Equity Shares of the Company as on date of this Notice.
11. UNDERTAKINGS:
a) The Issuer Company undertakes that they shall recompute the price of the specified securities in terms of the
provision of SEBI (ICDR) Regulations, as amended where it is required to do so.
b) The Issuer Company undertakes that if the amount payable on account of the re-computation of price is not
paid within the time stipulated in terms of the provision of SEBI (ICDR) Regulations, the specified securities
shall continue to be locked-in till the time such amount is paid by the allottees.
12. PRICING:
The issue price of the warrants/equity shares to be allotted on conversion of warrants on preferential basis shall be
at a price of Rs. 29.25/- each [Rupees Twenty Nine and Twenty Five Paisa Only] (including premium of Rs. 27.25/-
each [Rupees Twenty Seven and Twenty Five Paisa Only) or at a price being not lower than the minimum price
calculated in accordance with the Regulations for Preferential Issue contained in Chapter V of SEBI (ICDR)
Regulations as amended, whichever is higher.
13. MATERIAL TERMS OF ISSUE OF CONVERTIBLE WARRANTS:
In accordance with Regulation 169 of SEBI (ICDR) Regulations, at least 25% of the consideration determined as
per Regulation 164 of SEBI (ICDR) Regulations, shall be paid against each warrant on or before the date of their
allotment. The balance 75% of the consideration shall be paid on or before the allotment of equity shares pursuant
to exercise of option against each warrant. Warrant shall be converted at the option of the allottee in one or more
than one tranches, into one equity share of face value of Rs. 2/- each at a price of Rs. 29.25/- each [Rupees Twenty
Nine and Twenty Five Paisa Only] (including premium of Rs. 27.25/- each [Rupees Twenty Seven and Twenty Five
Paisa Only]) or at a price being not lower than the minimum price calculated in accordance with the Regulations for
Preferential Issue contained in Chapter V of SEBI (ICDR) Regulations as amended, whichever is higher, at any
time within 18 months from the date of allotment of warrants. In case of option is not exercised within a period of 18
months from the date of allotment of the warrants, the aforesaid Consideration paid on the date of allotment of the
warrants shall be forfeited.

32
NOTICE
14. PARTICULARS OF THE OFFER, KINDS OF SECURITIES OFFERED, PRICE OF THE SECURITIES
OFFERED INCLUDING DATE OF PASSING OF BOARD RESOLUTION:
Issue of 1,00,00,000 Convertible Warrants convertible into equal number of equity share of face value of Rs. 2/-
each at a price of Rs. 29.25/- each [Rupees Twenty Nine and Twenty Five Paisa Only] (including premium of Rs.
27.25/- each [Rupees Twenty Seven and Twenty Five Paisa Only]) or at a price being not lower than the minimum
price calculated in accordance with the Regulations for Preferential Issue contained in Chapter V of SEBI (ICDR)
Regulations as amended, whichever is higher for Cash consideration.
Date of passing Board Resolution for aforesaid Preferential Issue is Monday, 22nd August, 2022.
15. AMOUNT WHICH THE COMPANY INTENDS TO RAISE BY WAY OF SUCH SECURITIES:
The Company intends to raise Rs. 29,25,00,000/- by way of Preferential Issue of 1,00,00,000 Convertible Warrants.
16. NUMBER OF PERSONS TO WHOM ALLOTMENT ON PREFERENTIAL BASIS HAVE BEEN MADE DURING
THE YEAR, IN TERMS OF NUMBER OF SECURITIES AS WELL AS PRICE:
During the year, the company has not made any allotment on Preferential Basis other than preferential allotment
proposed in this Resolution.
17. NAME AND ADDRESS OF THE VALUER WHO PERFORMED VALUATION OF THE SECURITY OFFERED:
Pricing shall be as per Regulation 164 of SEBI (ICDR) Regulations and therefore, no separate valuation is required
pursuant to Companies (Share Capital and Debentures) Rules, 2014 as amended.
18. THE JUSTIFICATION FOR THE ALLOTMENT PROPOSED TO BE MADE FOR CONSIDERATION OTHER
THAN CASH TOGETHER WITH VALUATION REPORT OF THE REGISTERED VALUER:
Not Applicable, as the proposed preferential allotment is made for Cash consideration..
19. PRINCIPLE TERMS OF ASSETS CHARGED AS SECURITIES:
Not Applicable.
20. PRACTISING COMPANY SECRETARY CERTIFICATE:
A copy of the certificate from Mr. Jigarkumar Gandhi, Partner of M/s. JNG & Co., Practicing Company Secretaries
(M. No. 7569 and CP No. 8108), as mandated under Regulation 163(2) of the SEBI (ICDR) Regulations, certifying
that the Proposed Preferential Issue is being made in accordance with the requirements of Chapter V of SEBI
(ICDR) Regulations shall be placed before the shareholders at their proposed Annual General Meeting and the
same shall be available for inspection by the members at the Registered Office of the Company between 11:00 AM
and 5:00 PM on all working days between Monday to Friday from the date of dispatch of the AGM Notice till
Monday, 19th September, 2022. This certificate is also placed on the website of the company at -
https://www.marineelectricals.com/images/report/Compliance-Certificate-Preferential-issue.pdf
21. RELEVANT DATE:
The Relevant Date in terms of Regulation 161 of SEBI (ICDR) Regulations, 2018 for determining the price of
Convertible Warrants and Equity Shares to be issued on conversion of warrants with reference to the proposed
allotment is Friday, 19th August, 2022. Please note that 20th August, 2022 (Saturday) being the date 30 days prior to
Monday, 19th September, 2022 (i.e., the date on which the Annual General Meeting of the Company is being
convened to consider the proposed preferential issue) falls on a weekend and accordingly, the day preceding the
weekend i.e., 19th August, 2022 (Friday) is being fixed as the relevant date in compliance with the Explanation to
Regulation 161 of the SEBI (ICDR) Regulations.
22. OTHER DISCLOSURES:
a) Neither the Company nor any of its Promoters or Directors are a willful defaulter or a fraudulent borrower as
defined under SEBI (ICDR) Regulations and none of its directors or Promoters are fugitive economic offender
as defined under SEBI (ICDR) Regulations.
b) This preferential issue is not resulting into allotment of more than five per cent of the post issue fully diluted
share capital of the company, to an allottee or to allottees acting in concert.

33
NOTICE
Except Mr. Venkatesh K Uchil (Proposed Allottee and Managing Director of the Company), Mr. Vinay K Uchil
(Proposed Allottee and Whole-Time Director of the Company) and Ms. Tanuja Deepak Pudhierkar (Being sister of
Mr. Venkatesh K Uchil and Mr. Vinay K Uchil and Director of the Company) alongwith their relatives, no other
Director(s) and/or Key Managerial Personnel of the Company and/ or their relatives is deemed to be, in any way
concerned or interested, financially or otherwise in the said resolution.
The Board of Directors believes that the proposed Preferential Issue is in the best interest of the Company and its
Members and accordingly recommend passing of the resolution as set out at Item No. 8 of the Accompanying AGM
Notice for the approval of members of the Company as Special Resolution.
Mr. Vinay Uchil

DIN: 01276871
Mumbai, 22ⁿᵈ August, 2022

Registered Office:
CIN : L31907MH2007PLC176443
Tel. No : 91-22-4033 4300

34
NOTICE
ANNEXURE
DETAILS OF DIRECTORS PROPOSED TO BE RETIRED BY ROTATION /APPOINTED / RE-APPOINTED AT THE
FORTHCOMING AGM AS REQUIRED BY REGULATION 36(3) OF THE SECURITIES AND EXCHANGE BOARD
OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (“LISTING
REGULATIONS”) AND SECRETARIAL STANDARDS ON GENERAL MEETINGS (SS – 2)
Name of Director Dr.. Tanuja Pudhierkar Mr. Madan Pendse Mr. Nikunj Mishra
DIN 08190742 07650301 03589730
st
Date of 1 Appointment 01/08/2018 11/07/2018 11/07/2018
Date of birth and Age 27/01/1973 and 49 Years 21/03/1951 and 71 Years 21/11/1955 and 67 Years
Qualification Dr. Tanuja Pudhierkar Mr. Madan Pendse holds Mr. Nikunj Mishra has Completed
holds Bachelor’s Degree Bachelor's Degree in M Tech (Computer Science) from
of Medicine & Bachelor's Commerce and a Master's IIT Bombay and PG Diploma in
Degree of Surgery Degree in Business Business Management from
(M.B.B.S.), from Seth Administration. Mr. Pendse IGNOU. He has around 38 years
G.S. Medical College & has around four decades of of experience including about 34
K E M Hospital, University experience in Finance and years of experience in India
of Mumbai. She is M.D in Accounts functions including Navy at various levels and 4 years
Obstetrics, & 28 years in Mazagon Dock of experience in. Hindustan
Gynaecology from Limited (now known as Shipyard Limited as Managing
University of Mazagon Dock Shipbuilders Director. Further, He has been
Mumbai - 2002. Limited) at various post accredited as the "Best Naval
including General Manager Cadet' from National Defence
(F&A) and 2 years in Academy, Pune and has Stood
Reliance Defence First in overall order of Merit at
Engineering Limited as CFO Naval Engineering Course and
Advanced Electronics Engineering
Course & Controller (Finance).
Experience: Over 2 decades Over 4 decades Over 4 decades

Terms and conditions of Non Executive Non Non Executive Independent Non Executive Independent
re-appointment along with Independent Director, Director, not liable to retire Director, not liable to retire
details of remuneration liable to retire by by rotation by rotation
sought to be paid rotation
Last Drawn Remuneration: NIL NIL NIL
Relationship with Other Dr. Tanuja Pudhierkar None None
Directors, Manager and is sister of Mr. Vinay
Other Key Managerial Uchil and
Personnel of the Company: Mr. Venkatesh Uchil
Shareholding in the 1000 NIL NIL
Company (Individually or
Jointly):
Number of Meetings of the As mentioned in Corporate As mentioned in Corporate As mentioned in Corporate
Board Attended during the Governance Report Governance Report Governance Report
Year:
Directorship and Committee As mentioned in Corporate As mentioned in Corporate As mentioned in Corporate.
Memberships (Excluding Governance Report Governance Report Governance Report
Marine Electricals (India)
Limited)
Justification for choosing Relevant experience and Relevant experience and Relevant experience and
the appointees for expertise expertise expertise
appointment as
Independent Directors

35
NOTICE
Name of Director Ms. Mohan Rao Mr. Shailendra Shukla

DIN 02592294 08049885
st
Date of 1 Appointment 30/05/2020 07/12/2018
Date of birth and Age 01/11/1948 and 74 Years 27/01/1968 and 54 Years
Qualification Mr. Mohan Rao holds Bachelors Degree in Mr. Shailendra Kumar Shukla holds
Science and he has done his Masters in Bachelors Degree in Electronics and
Science (MSC) (Physics) from Mumbai Communications Engineering from
University. He's been on the Board of University of Marathwada and Masters in
Companies like Konkan Barge Builders Administrative Management, Business
Pvt Ltd. Since last 10 years he's acting as Administration in Narsee Monjee Institute
Consultant of Modest Shipyard Pvt Ltd. for Management Studies, from Mumbai
University.
Experience: Over 4 decades Over 2 decades
Terms and conditions of Non Executive Change in Designation from Non-Executive
re-appointment along with Independent Director, Non -Independent Director to Executive
details of remuneration not liable to retire by Director w.e.f 30th June, 2022
sought to be paid rotation
Last Drawn Remuneration: NIL NIL
Relationship with Other None None

Directors, Manager and
Other Key Managerial
Personnel of the Company:
Shareholding in the NIL NIL
Company (Individually or
Jointly):
Number of Meetings of the As mentioned in Corporate As mentioned in Corporate
Board Attended during the Governance Report Governance Report
Year:
Directorship and Committee As mentioned in Corporate As mentioned in Corporate
Memberships (Excluding Governance Report Governance Report
Marine Electricals (India)
Limited)
Justification for choosing Relevant experience and Relevant experience and
the appointees for expertise expertise
appointment as
Mr. Vinay Uchil

DIN: 01276871
Mumbai, 22ⁿᵈ August, 2022

Registered Office:
CIN : L31907MH2007PLC176443
Tel. No : 91-22-4033 4300

36
DIRECTOR’S REPORT
To,
The Members,
Marine Electricals (India) Ltd.
Your Directors are pleased to present the 15th Annual Report on business and operations of your Company together
with the Audited Financial Statements (standalone and consolidated) for the financial year ended 31st March, 2022 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 31stMarch, 2022 as compared to the previous financial year are summarized below:
(Rs. In Lakhs)
Standalone Consolidated
Particulars Year Ended Year Ended Year Ended Year Ended
31.03.2022 31.03.2021 31.03.2022 31.03.2021
Total income 32,838.79 20,346.31 38,118.20 25,901.75
Expenses 29,669.57 17,723.57 34,506.55 22,405.78
Profit before Interest, 3,169.22 2,622.74 3,606.81 3,495.72
Depreciation and Taxation
Interest and bank charges 645.18 772.56 728.14 892.76
Depreciation and Amortization 760.33 764.36 934.63 911.62
Profit before tax 1,763.71 1,085.82 1,944.04 1,691.34
Less: Provision for current tax & (517.02) (302.97) (616.23) (338.15)
deferred tax
Profit after taxation 1,246.64 782.85 1,327.82 1,353.19
Profit for the carried to Reserves - - - -
*Previous year/period ended figures have been regrouped/rearranged/reclassified wherever necessary to make it
comparable.
2. 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, 2022.
3. DIVIDEND DISTRIBUTION POLICY :
Pursuant to Regulation 43A of the Securites and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 [SEBI Listing Regulations], the Board of Directors of the Company had
formulated a Dividend Distribution Policy (‘the Policy’). The Policy is available on the Company’s website at
https://www.marineelectricals.com/images/policies/Dividend-Distribution-Policy.pdf
4. TRANSFER TO RESERVES :
There is no amount proposed to be transferred to Reserves out of profit for the financial year 2021-22.
5. FINANCIAL PERFORMANCE AND STATE OF THE COMPANY'S AFFAIRS
Operating Results and Profits
Standalone: The standalone revenue of your Company for the year is Rs 32,288.56 Lakhs as against Rs.
19,987.37 Lakhs in the previous financial year. Total exports revenue was Rs. 2,895.18 Lakhs as against Rs.
2,398.74 Lakhs in the previous year.
The standalone net profit for the year increased by 59.24% to Rs. 1246.64 Lakhs as against Rs.782.85 Lakhs in
the previous financial year.

37
DIRECTOR’S REPORT
Consolidated: The Consolidated revenue of your Company from the year is Rs.37,632.86 Lakhs as against
Rs.25,128.66 Lakhs in the previous financial year. The Consolidated net profit for the year is Rs.1,327.82 Lakhs as
against Rs.1,353.19 Lakh in previous year.
6. SHARE CAPITAL :
The paid up equity capital as on 31ˢᵗ March, 2022 was Rs. 24,53,30,500/- divided into 12,26,65,250 equity shares
of Rs. 2/- each. During the financial year 2021-22, there was no public issue, rights issue, bonus issue or
preferential issue etc and the Company has not issued shares with differential voting rights or sweat equity shares.
7. FINANCE AND CREDIT RATINGS :
Despite challenges caused by supply chain issues and intermittent Covid-19 pandemic related disruptions, the
Company has managed its finances prudently, meeting the business needs and the order book position and
profitability have been strong. The Company has maintained sufficient liquidity at all times to navigate the impact of
external challenges.
The credit ratings of the Company underwent positive revisions.
During the year, ICRA has attributed positive revision in outlook due to improved order book position and improved
financial profile in H1 FY2022 led by pick up in revenues and recovery of pending receivables & other factors. For
long term ratings - “ICRA BBB" with "Stable" outlook upgraded from “ICRA BBB -” with "Stable" outlook. For the
Short ratings - "ICRA A3+" upgraded from ICRA A3
8. 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, 2022 is annexed to this Board’s report in form AOC 1.
9. HOLDING, SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES :
The Company is having total 1 (one) Holding Company and 4 (Four) subsidiaries including step down subsidiary.
There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013
(“Act”).
9.1. Holding Company
KDU Enterprises Private Limited (Indian Company) (CIN: U31401MH1982PTC027850) is the “Holding
Company”. During the year, there has not been any change in number of shares held by the holding company.
As at the end of the financial year 2021-22, holding Company continue to hold 63406875 fully paid-up equity
shares.
9.2. Domestic Subsidiaries
The Company has 2 (two) Indian Subsidiaries i.e. Eltech Engineers Madras Private Limited (CIN:
U29142TN1996PTC036500) and Evigo Charging Consultants Pvt Ltd (CIN No. U74999MH2018PTC317824)

38
DIRECTOR’S REPORT
However, above mentioned Subsidiaries are not material subsidiaries as per the thresholds of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, as amended from time to time (“Listing
Regulations”).
9.3. Foreign subsidiaries
The Company has 2 (two) foreign subsidiaries including step down subsidiary i.e MEL Powers FZC and STI
Company SRL.
During the year , the Board of Director at its meeting held on 22nd October, 2021 had passed board resolution
to invest and acquire in tranches 75 % shares of Xanatos Marine Ltd, located in Kelowna, British Columbia,
Canada carrying out business in maritime domain awareness solutions for Port & Harbor Authorities, Coast
Guards, Navy’s, Marine Police and other Maritime Authorities since 1998.
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
During the year under review, there are no significant transactions and arrangements entered into by the
Company with the Subsidiary
10. 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.
11. 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, copies of the Annual Returns of the Company 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/images/report/MEIL-Form-MGT-7-2021-22.pdf
12. 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.
13. CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the
certificate from a Practicing Company Secretaries, JNG & Co. certifying compliance with conditions of Corporate
Governance, is annexed to this Annual Report.
14. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report as required under National Guidelines on Responsible Business Conduct
formulated by Ministry of Corporate Affairs, Government of India, and under Regulation 34(2)(f) of the Listing
Regulations, describing the initiatives taken by the Company from an environmental, social and governance
perspective, forms part of this Annual Report.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appointment / Re-appointment
As on 31st March 2022, the Board of Directors of the Company comprises of total Nine (9) Directors, One Chairman
and Executive Director, One Managing Director, two 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.
As reported in the previous year, Ms. Archana Venkata Rajagopalan (DIN: 09077128) was appointed as an
Additional Non-Executive Independent Director on the Board of the Company with effect from 23rd February, 2021.
Her appointment was approved by the Members at the 14th AGM held on 28th September, 2021.

39
DIRECTOR’S REPORT
Also in the previous year, Mr Vinay Krishna Uchil’s (DIN: 01276871) term as Chairman & Executive Director was
extended for a period of three years, with effect from 1st August, 2021 to 31st July, 2024 and Mr Venkatesh Uchil’s
(DIN:01282671) term as Managing Director was extended for a period of three years with effect from 1st August,
2021 to 31st July, 2024 .The Members at the 14th AGM held on 28 September, 2021 through special resolution had
approved the aforesaid appointment/re-appointment and payment of minimum remuneration in case of
inadequacy of profit or no profit in any financial year.
At the forthcoming AGM approval of the Members will be sought to the following appointment:
- Mr. Madan Pendse (DIN: 07650301) as a 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 11th July, 2023 till 10th July, 2026 and
continuation of directorship after attainment of 75 years of age subject to approval of Members at this AGM.
- Mr. Nikunj Mishra (DIN: 03589730) as a 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 11th July, 2023 till 10th July, 2028
subject to approval of Members at this AGM.
- Mr. Mohan Rao (DIN: 02592294) as a 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 30th May, 2023 till 29th May, 2026 and
continuation of directorship after attainment of 75 years of age subject to approval of Members at this AGM.
- Mr. Shailendra Shukla’s (DIN: 08049885) change in Designation from Non Executive Non Independent Director
to Executive Director subject to approval of Members at this AGM.
Retirement By Rotation
The independent directors hold office for a fixed term not exceeding five years from the date of their appointment
and are not liable to retire by rotation. Pursuant to the provisions of Section 152 of the Companies Act, 2013 read
with the relevant rules made thereunder, at least two–thirds of the total number of directors (excluding
independent directors) shall be liable to retire by rotation. Accordingly, Dr. Tanuja Deepak Pudhierkar (DIN
08190742), being the longest in the office amongst the directors is liable to retire by rotation at the ensuing Annual
General Meeting of the Company and, being eligible, have offered her candidature for re–appointment.
Brief details of Dr. Tanuja Deepak Pudhierkar (DIN 08190742), Director, who is seeking re–appointment is given in
the notice of annual general meeting.
The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards
on General Meeting ('SS-2') are given in the Notice of this AGM, forming part of the Annual Report.
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 Rajagopalan are the Independent Directors of the Company as on date of
this report.
All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that
they meet the criteria of independence as laid down under Section 149(6) of the Act alongwith Rules framed
thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the
Company as applicable to the Board of directors and Senior Managers.
In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have 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.

40
DIRECTOR’S REPORT
Key Managerial Personnel (KMP)

The details with respect changes in KMP during the Financial Year 2021-22 is as under:
Sr. No Particulars Designation Re-Appointment /Appointment Date Resignation Date

1 Mr. Vinay K. Uchil Chairman & Executive Director 1st August 2021 -
st
2 Mr. Venkatesh K. Uchil Managing Director 1 August 2021 -
Ms. Namita Sethia tendered her resignation from the position of CFO w.e.f 30th July, 2022. Mr. U. M.
Bhakthavalsalan was appointed as CFO w.e.f 4th August, 2022
16. BOARD MEETINGS:
The Board met Five (5) times during the financial year 2021-22 viz 7th June, 2021; 12th August, 2021; 22nd October,
2021; 11th November, 2021; 10th February, 2022. The intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013 and extended by respective authorities due to Covid 19 Pandemic. The
meeting details are provided in Corporate Governance Report, forming part of this Annual Report.
17. COMMITTEES OF THE BOARD:
As on March 31st, 2022, 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, number of meeting held during the year and the changes in the
composition during the year are provided in Corporate Governance Report forming part of this Annual Report.
18. 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 10th February, 2022 , 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

41
DIRECTOR’S REPORT
19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has conducted familiarization 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 2021-22 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. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
The Company’s Policy on Directors’ appointment and remuneration and other matters provided in Section 178(3)
of the Act has been briefly disclosed hereunder and in the Report on Corporate Governance, which is part of this
Annual Report. Selection and procedure for nomination and appointment of Director.
Selection and procedure for nomination and appointment of Director
The NRC is responsible for developing competency requirements for the Board based on the industry and strategy
of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its
strategies, environment, operations, financial condition and compliance requirements. The NRC conducts a gap
analysis to refresh the Board on a periodic basis, including each time a director’s appointment or re- appointment is
required. The NRC reviews and vets the profiles of potential candidates vis-à-vis the required competencies,
undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination
to the Board.
Criteria for determining qualifications, positive attributes and independence of a Director
In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC
has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the
key features of which are as follows:
Ÿ Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age
and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.
Ÿ Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to
demonstrate high standards of ethical behavior, communication skills and independent judgment. The
Directors are also expected to abide by the respective Code of Conduct as applicable to them.
Ÿ Independence - A Director will be considered independent if he / she meets the criteria laid down in Section
149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
The Directors affirm that the remuneration paid to Directors, Key Managerial Personnel and employees is as per
the Remuneration Policy of the Company.
The Company’s policy on director’s appointment and remuneration as required under Sub-Section (3) of Section
178 of the Companies Act, 2013, is provided in “Annexure A.” The policy is also available on the website of the
Company at https://www.marineelectricals.com/images/policies/Nomination-n-Remuneration.pdf
21. PARTICULARS OF REMUNERATION
Disclosure pertaining to remuneration and other details as required under section 197 (12) of the act read with
Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is enclosed as “Annexure B” to this Report.
22. 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.
23. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to sub-section 5 of Section 134 of the Companies Act, 2013, the Directors confirm that:
42
DIRECTOR’S REPORT
a) in the preparation of the annual accounts for the Financial Year ended 31st March, 2022 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 31st March, 2022 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 31st March, 2022 on a going
concern basis; and
e) the directors, had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively, the details in respect of adequacy of internal
financial controls with reference to the Financial Statements, have been mentioned subsequently in this
report.
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
24. AUDITORS AND REPORTS:
A. Statutory Auditors
The current statutory auditor Saini Pati Shah & Co LLP (Formerly known as SGJ & Co), Chartered
Accountants registered with the Institute of Chartered Accountants of India vide registration number
137904W / W100622 were appointed as Statutory Auditors for a period of 5 years in the AGM held on 31st
August 2018.
Accordingly, Saini Pati Shah & Co LLP (Formerly known as SGJ & Co), Chartered Accountants, Statutory
Auditors of the Company will continue till the conclusion of Annual General Meeting to be held in 2023. 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 31st March, 2022.
B. Internal Auditor
The board of Directors at its meeting held on 7th June, 2021 had appointed IRA & Associates, Chartered
Accountants (formerly known as M/s. SMSD & Co, Chartered Accountants) as Internal Auditor for Financial
Year 2021 - 22 .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 27th May, 2022 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 2022-23 .
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 2021-22. The Board of Directors in its Board Meeting held on 27th May, 2022 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 2022-23
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DIRECTOR’S REPORT
The Secretarial Audit Report for the financial year ended 31st March, 2022 are annexed as Annexure D 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 2021-22 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.
25. 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 judgements 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 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 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, 2022. During the year under review, no material or serious observation has been observed for inefficiency or
inadequacy of such controls.
26. 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 of the Companies Act, 2013 and rules made thereunder. For information pertaining to
Investments, kindly refer notes to financial statements.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All Related party Transactions that were entered into during the financial year 2021-22 were in the ordinary course
of business and on arm’s length basis. The Company has not entered into any contract/arrangement/transaction
with related parties which could be considered material in nature as per Regulation 23 of the SEBI Listing
Regulations (LODR), 2015 and amendments thereto and as per Company’s policy on Related Party Transactions.
All Related Party Transactions are placed before the Audit Committee and Board for approval. Prior omnibus
approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive in nature.
During the year, the Company has not entered into any contracts/arrangements/transactions with related parties
which could be considered material in accordance with policy of the Company on material related party
transactions or under section 188(1) of the Act. Accordingly, there are no particulars to report in Form AOC-2
Further the disclosure of transactions with related parties for the year 2021-22, as per accounting standard 18
forms part of notes to accounts.

44
DIRECTOR’S REPORT
The Board of Directors in its meeting held on 10th February, 2022 have amended the “Policy on Materiality of
Related Party Transaction and dealing with Related Parties” in order it to align it with the SEBI (LODR) (3rd
Amendment) Regulations, 2021 and Regulation 23 of the SEBI (LODR) Regulations, 2015. The policy adopted by
the Board on Material Related Party Transactions is available on the website of the Company at
https://www.marineelectricals.com/images/policies/Policy-on-Materiality-of-Related-Party-Transaction-and-
Dealing-with-Related-Parties.pdf.
28. 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 between the end of the financial year.
29. 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.
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. 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
32. 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 F 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-
Responsibility-Policy-CSR.pdf.
33. 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.
34. 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
45
DIRECTOR’S REPORT
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 “unpublished price sensitive information” 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/Policy-on-Code-of-Conduct-for-Prevention-of-
Insider-Trading.pdf
35. 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.
36. 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 Company’s Polices
and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby
enhancing the contributory value of the Human Resources.
37. EMPLOYEES STOCK OPTION SCHEME :
Your company has not granted any Employee Stock Options during the year under review.
38. 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.
39. 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.

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DIRECTOR’S REPORT
40. 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.
On behalf of the board of directors

Sd/- Sd/-
Mr. Vinay K. Uchil Mr. Venkatesh K. Uchil
Chairman and Executive Director Managing Director
DIN: 01276871 DIN: 01282671
Date: 22nd August, 2022

Place: Mumbai

47
DIRECTOR’S REPORT
Form AOC-1
[Pursuant to clause [h] of sub-section [3] of section 134 of the Act and Rule 8[2] of the 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.)
(Amount in Lakhs)
Sr. Particulars Details
No.
1 Name of the subsidiary MEL power Eltech Engineers STI Company Evigo Charging
Systems FZC Madras Private SRL Consultants
Limited Private Limited
2 Reporting period for the subsidiary From 1stApril, From 1stApril, From 1st January, From 1st April,
2021 to 31 March 2021 to 31 March 2021 to 31st
st st
concerned, if different from the holding 2021 to 31st
company’s reporting period. 2022 2022 December 2021 March 2022
3 Holding company’s reporting period From 1st April, 2021 From 1st April , 2021 From 1st April, 2021 From 1stApril , 2021
to 31st March, 2022 to 31st March, 2022 to 31st March, 2022 31st March, 2022
4 Reporting currency and Exchange rate as AED INR EURO INR
on the last date of the relevant Financial 1AED : 20.70 1EURO : 84.03
year in the case of foreign subsidiaries.
5 Financial Year in the Case of Foreign 01/04/2021 to From 01/01/2021
Subsidiaries 31/03/2022 to 31/12/2021
6 Share Capital 21.53 30.00 1003.76 72.89
7 Reserves & Surplus 3,271.62 (292.82) 474.17 (56.65)
8 Total Assets 4,736.23 11.20 5,528.03 57.93
9 Total Liabilities 1,443.08 274.05 4,050.10 41.69
10 Investments 828.67 NIL 325.44 NIL
11 Turnover 1,333.61 6.17 2,881.81 42.85
12 Profit before taxation 64.48 13.35 41.21 (42.47)
13 Provision for taxation NIL NIL 26.93 (0.22)
14 Profit after taxation 64.48 13.35 14.28 (42.25)
15 Proposed Dividend NIL NIL NIL NIL
16 % of shareholding 90% 70% 67.50% 74%
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
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and
Joint Ventures
(Amount in Lakhs)
Name of Associates/Joint Ventures
1. Latest audited Balance Sheet Date
NA
2. Shares of Associate/Joint Ventures held by the company on the year end

48
DIRECTOR’S REPORT
(Amount in Lakhs)
Name of Associates/Joint Ventures
No.
Amount of Investment in Associates/Joint Venture
Extend of Holding %
3. Description of how there is significant influence
4. Reason why the associate/joint venture is not consolidated NA
5. Networth attributable to Shareholding as per latest audited Balance Sheet
6. Profit / Loss for the year

i. Considered in Consolidation
i. Not Considered in Consolidation
Names of associates or joint ventures which are yet to commence operations - NA

Names of associates or joint ventures which have been liquidated or sold during the year - NA
Note: This Form is to be certified in the same manner in which the Balance Sheet is to be certified.

Sd/- Sd/-
DIN: 01276871 DIN: 01282671

Place: Mumbai

49
DIRECTOR’S REPORT
ANNEXURE A
NOMINATION AND REMUNERATION POLICY
MARINE ELECTRICALS (INDIA) LIMITED
PREAMBLE
Pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of Every Listed Company and such other
class or classes of Companies, as may be prescribed under Rule 6 of the Companies Meetings of Board and its
Powers)Rules, 2014and pursuant to Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended (“Listing Regulations”)shall constitute the Nomination and
Remuneration Committee and the Board of Directors (the“Board”) of Marine Electricals (India) Limited (the“Company”),
has adopted the following policy and procedures with regard to Nomination and Remuneration as defined below. The
Nomination and Remuneration Committee may, from time to time, review and recommend amendments to this policy to
the Board. The Board may amend this policy from time to time.
OBJECTIVES
The interdenominational & Remuneration Committee would be:
a) To guide the Board in relation to Appointment and RemovalofDirectors, Key Managerial Personnel and Senior
Management;
b) To evaluate the Performance of the Members of the Board and provide necessary report to the Board for furher
evaluation;
c) To recommend the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior
Management;
d) To provide to Key Managerial Personnel and Senior Management, reward linked directly to their effort,
performance, dedication and achievement relating to company’s performance;
e) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and
create competitive advantage;
f) To enable the Company for competing effectively in the labour market and to recruit and retain high caliber staff;
g) To operate at minimum rate of labour turnover.
h) to develop a succession plan for the Board and to regularly review the plan;
i) assessing the independence of independent directors;
DEFINITIONS
“Act”means the Companies Act, 2013 and Rules framed there under as amended from time to time.
“Board”refers to Board of Directors of Marine Electricals (India)Limited
“Directors”mean Directors of Marine Electricals (India)Limited.
“Independent Director”means Director appointed in terms of Section 149 of the Companies Act, 2013.
“Key Managerial Personnel”(KMP) means:
a) Chief Executive Officer or the Managing Director or the Manager,
b) Company Secretary,
c) Whole time Director,
d) Chief Financial Officer and
e) Such other officer as maybe prescribed.

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DIRECTOR’S REPORT
“Senior Management” means Personnel of the Company who are members of its Core Management team excluding
Board of Directors. This would include all members of management one level below the executive directors,including all
the functional heads.
SCOPE
The Board of the Company has constituted Nomination and Remuneration Committee as per requirement of provisions
of the Companies Act, 2013. This policy prescribes guideline, criteria and principles for the Committee for
recommending to the Board the appointment and remuneration of the directors, key managerial personnel and senior
management of the Company.
POLICY ON CONSTITUTIONAND OPERATIONS OFTHECOMMITTEE:
MEMBERSHIP:
The Committee shall consist of a minimum 3 Non Executive Directors, atleast 50% of them being Independent.
Minimum two (2) or one third of the members of the committee, whichever is greater, including at least one independent
director in attendance, shall constitute a Quorum for the Committee meeting. Membership of the Committee shall be
disclosed in the Annual Report & updated on the website of the company. Term of the Committee shall be continued
unless terminated by the Board of Directors.
CHAIRPERSON:
Chairperson of the Committee shall be an Independent Director. Chairperson of the Company may be appointed as a
member of the Committee but shall not be a Chairman of the Committee. In the absence of the Chairperson, the
members of the Committee present at the meeting shall choose one amongst them to act as Chairperson. Chairperson
of the Nomination and Remuneration Committee meeting may be present at the Annual General Meeting or may
nominate some other member to answer the shareholders’ queries.
FREQUENCY OF MEETINGS:
The Committee shall meet at least once in a year.
COMMITTEE MEMBERS’ INTERESTS:
A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or
when his or her performance is being evaluated. The Committee may invite such executives, as it considers
appropriate, to be present at the meetings of the Committee.
MINUTES OF COMMITTEE MEETING:
Proceedings of all meetings must be appropriately recorded in the Minutes Book and signed by the Chairman within 30
days of the said meeting or by the Chairman of the next succeeding meeting. Minutes of the Committee meeting will be
tabled at the subsequent Board and Committee meeting.
SECRETARY:
The Company Secretary of the Company shall act as Secretary of the Committee.
POLICY
a) Appointment of Directors/Key Managerial Personnel or Senior Management Personnel.
The Nomination and Remuneration Committee, Interalia, consider qualification, positive attributes, areas of
expertise, experience, relevant knowledge about the industry of the Company and directorship or membership in
various other companies as well as independency of the directors in case of appointment of independent director.
The Committee shall recommend to the Board of the Company, for any appointment, afterwards final decision
shall be taken by the Board of the Company.
b) Remuneration to Directors and Key Managerial Personnel.
The Committee shall recommend to the Board about the remuneration to the directors and key managerial
personnel and periodically review that the remuneration payable to the directors and key managerial personnel is
in the line and limits prescribed under provisions of the Companies Act, 2013 and approved by the shareholders of
the Company. The Remuneration to the directors and key managerial personnel shall be in line with the limits
prescribed under provisions of the Companies Act, 2013 and rules made thereunder.

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DIRECTOR’S REPORT
Non-executive directors may be entitled for sitting fees for attending Board and Committee meetings as decided
and approved by the Board. They are also entitled for commission from profit, if any approve by the Board.
For determining remuneration of directors and key managerial personal the Committee shall take into account
remuneration trends in the group companies, or peers industry.
For determining remuneration to directors and key managerial personnel the Committee shall have power to
obtain reliable, up - to - date information about remuneration in other companies. To help it fulfil its obligations the
committee shall have full authority to appoint remuneration consultants and to commission or purchase any
reports, surveys or information which it deems necessary, within any budgetary restraints imposed by the board.
The remuneration structure shall include the following components:
(i) Basic salary
(ii) Allowances &Perquisites
(iii) Commission, if any.
(iv) Stock options, if any.
(v) Retired Benefits
(vi) Incentives
The Committee shall periodically review the remuneration payable to the directors and key managerial personnel
and recommend any revision thereof on the basis of financial condition of the Company and performance of the
director or key managerial personnel.
c) Remuneration to senior management and other employees.
The Remuneration to senior management and other employees shall be decided on the basis of qualification,
experience, performance, job profile, skills ,position and industry criteria.
d) Loan and advances to directors, key managerial personnel and senior management
The Committee shall review and approve the loans and advances to directors, key managerial personnel and
senior management in line with the requirements of provisions of Companies Act, 2013 and rules made
thereunder.
POLICY ON BOARD DIVERSITY
The Board shall comprise of Directors having expertise in different areas / fields like Finance, Sales and Marketing,
Banking, Engineering, Human Resource management, etc. or as may be considered appropriate. The Board shall have
at at least one Board member who has accounting or related financial management expertise and atleast one women
director.
The balance of Skills and experience along with diversity of thought, knowledge and perspective and gender will help
the Company in attainment of its objectives.
MODIFICATION AND AMENDMENT
This policy is subject to modification and amendments from time to time.

Sd/- Sd/-
DIN: 01276871 DIN: 01282671

Place: Mumbai

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DIRECTOR’S REPORT
ANNEXURE B
Disclosure of Managerial Remuneration
(Pursuant to Section 197 of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014)
A. Ratio of remuneration of each Director to the median remuneration of the employees of the Company for FY
2021-22 as well as the percentage increase in remuneration of each Director, Chief Financial Officer (CFO) and
Company Secretary are as under:
Sl. Name of the Director Ratio of the remuneration to % increase in remuneration

No. the median remuneration of in the financial year
the employees
A Executive Directors
1 Mr. Vinay K. Uchil (Chairman & 12.68 25%
Executive Director)
2 Mr. Venkatesh K. Uchil (Managing Director) 12.68 25%
B Non- Executive Directors
3 Dr.Tanuja D. Pudhierkar (Director) 0.00 0.00
4 Mr. Shailendra Kumar Shukla (Director) 0.00 0.00
5 Mr. Madan Pendse (Independent Director) 0.00 0.00
6 Mr. Nikunj Mishra (Independent Director) 0.00 0.00
7 Mr. Vikas Jaywant (Independent Director) 0.00 0.00
8 Mr. Mohan Rao (Independent Director) 0.00 0.00
9 Ms. Archana Venkata Rajagopalan 0.00 0.00
(Independent Women Director)
C Key Managerial Personnel (KMP)
10. Ms. Namita Sethia (Chief Financial Officer - 0.00
appointed on 30th July, 2020)
11. Ms. Mitali Ambre (Company Secretary - 0.00
appointed on 27th February, 2021)
Note: 1. Median remuneration of Employees: Rs. 36,807 (per month)

2. There are two Whole-time Directors i.e., Mr Venkatesh Uchil, Managing Director and Mr Vinay Uchil,
Chairman & Executive Director. There has been increase of 25% in the managerial remuneration during
the financial year 2021-22 pursuant to the special resolution passed by the shareholders of the
Company in its Annual General Meeting held on 28th September, 2021.
B. The percentage increase in the median remuneration of employees in the financial year 2021-22 - 10%
C. Number of permanent employees on the rolls of the Company as on March 31, 2022: 407
D. Comparison of average percentile increase in salary of employees other than the managerial personnel and
the percentile increase in the managerial remuneration:
Particulars % change in remuneration
Average increase in salary of employees (other than managerial personnel) 10%
Average increase in remuneration of managerial personnel 25%
E. Affirmation: It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and other
employees is as per the Remuneration Policy of the Company.
53
DIRECTOR’S REPORT
STATEMENT OF PARTICULARS OF EMPLOYEES

(Pursuant To Section 197 Of The Companies Act, 2013 Read With Rule 5(2) Of The Companies (Appointment And
Remuneration Of Managerial Personnel) Rules, 2014)
List of Top 10 salaried employees for the Financial Year ended 31st March, 2022.
Sl. Name & Remunerati Nature of Qualifications Date of Age (DOB) The last Whether The
No. Designation onreceived employment and commencement employment is a relative percentage
during the experience of employment held before of any of equity
period from of the joining the director or shares held
April 1, 2021 employee Company manager of by the
to March 31, the employee
2022 Company in the
Company
within the
meaning of
clause(iii)
of sub-rule
(2) of Rule 5
1 Mr. Suresh Rs. 36,00,000 Regular B.E Electricals 12/02/2019 24/12/1969 Merchant No Nil
Nair - Vice and 22 Yrs. Navy
President
Operation
2 Mr. T K Mani Rs. 24,00,000 Regular B.E Electricals 01/08/2018 15/10/1950 NA No Nil
- General and 30 Yrs.
Manager
R&D
3 Mr. Pritesh Rs. 27,60,000 Regular B.E Electricals 01/06/2016 24/01/1984 Phoenix No Nil
Jani - and 15 Yrs. Contact India
Automation Emerson
Head Export
Engineering
4 Mrs. Stella Rs. 14,76,000 Regular HSC and 01/04/2013 29/01/1968 No No Nil
D'Souza 26 Yrs
Purchase
Head
5 Mr. B Jayesh Rs. 17,40,000 Regular B.E Electricals 07/04/2014 14/05/1971 Indian Navy No Nil
Manager 27 Yrs.
(Estimation
& Project) .
6 Mr. Ram Rs. 16,80,000 Regular B.E Electricals 70/04/2014 23/11/1974 Indian Navy No Nil
Singh 22 Yrs.
General
Manager
Operation &
Projects
7 Mr. Navin Rs. 19,80, 000 Regular B.E Electricals 01/04/1999 20/03/1974 NA No Nil
Rao 27 Yrs.
General
Manager

54
DIRECTOR’S REPORT
STATEMENT OF PARTICULARS OF EMPLOYEES

(Pursuant To Section 197 Of The Companies Act, 2013 Read With Rule 5(2) Of The Companies (Appointment And
Remuneration Of Managerial Personnel) Rules, 2014)
List of Top 10 salaried employees for the Financial Year ended 31st March, 2022.
Sl. Name & Remunerati Nature of Qualifications Date of Age (DOB) The last Whether The
No. Designation onreceived employment and commencement employment is a relative percentage
during the experience of employment held before of any of equity
period from of the joining the director or shares held
April 1, 2021 employee Company manager of by the
to March 31, the employee
2022 Company in the
Company
within the
meaning of
clause(iii)
of sub-rule
(2) of Rule 5
8 Mrs. Rinku Rs. 16,20,000 Regular B. Com and 19/08/1997 14/05/1974 NA No Nil
Joshi 24 Yrs.
General
Manager
Accounts&
Finance
9 Mr. P R Rs. 16,20,000 Regular B.E. Electricals 08/05/2002 30/06/1962 Indian Navy No Nil
Mohanraj 30 Yrs.
General
Manager
Service
10 Mr. Amit Rs. 13,80,000 Regular B.E. Electricals 16/11/2015 02/08/1982 Simulation No Nill
Ghokle 15 Yrs.
Manager
Design &
Estimation

Sd/- Sd/-
DIN: 01276871 DIN: 01282671

Place: Mumbai

55
DIRECTOR’S REPORT
ANNEXURE C
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
To,
The Members of,
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Marine
Electricals (India) Limited having CIN: L31907MH2007PLC176443 and having registered office at B/1, Udyog Sadan
No. 3, MIDC, Andheri (E), Mumbai MH – 400093, India hereinafter referred to as the (“Company”) produced before me
by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34 (3) read with Schedule V
Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
In my opinion and to the best of my information and according to the verifications including Directors Identification
Number (DIN) status at the portal www.mca.gov.in as considered necessary and explanations furnished to me by the
Company & its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the
Financial Year ending on March 31, 2022 have been debarred or disqualified from being appointed or continuing as
Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other
Statutory Authority.
Sl. No. Name of the Director DIN Date of appointment in Company

1 Vinay Krishna Uchil 01276871 04/12/2007
2 Venkatesh Krishnappa Uchil 01282671 04/12/2007
3 Mohan Rao 02592294 30/05/2020
4 Nikunj Kishore Mishra 03589730 11/07/2018
5 Vikas Manohar Jaywant 06607484 24/02/2020
6 Madan Gopal Pendse 07650301 11/07/2018
7 Shailendra Kumar Shukla 08049885 07/12/2018
8 Tanuja Deepak Pudhierkar 08190742 01/08/2018
9 Archana Venkata Rajagopalan 09077128 23/02/2021
Ensuring the eligibility of / for the appointment / continuity of every Director on the Board is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these based on our verification. This
certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with
which the management has conducted the affairs of the Company.
Place : Mumbai Name of Practicing CS: Jigarkumar Gandhi,

Proprietor
Date : 22nd August, 2022
JNG & Co.,
FCS No: 7569
CP No: 8108
Peer Review No: 1972/2022
UDIN:F007569D000826233

56
DIRECTOR’S REPORT
ANNEXURE D
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
For the Financial Year ended 31st March, 2022
[Pursuant to section 204 (1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
To
The Members,
B/1, Udyog Sadan No.3,
MIDC, Andheri (E),
Mumbai - 400093.
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by MARINE ELECTRICALS (INDIA) LIMITED (hereinafter called the “Company”). Secretarial
Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory
compliances and expressing my opinion thereon.
Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the
audit period covering the financial year ended on 31st March, 2022 (‘Audit Period’) complied with the statutory
provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in
place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the
Company for the financial year ended on 31st March, 2022 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of
Foreign Direct Investments and Overseas Direct Investments;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’):
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018; (Not Applicable during the audit period)
d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not
Applicable during the audit period)
e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021; (not applicable to the company during the review period)
f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(Not Applicable during the audit period)

57
DIRECTOR’S REPORT
g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client;
h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not
i) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; (Not
j) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015; (SEBI LODR) and
k) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;
(vi) Other Laws applicable specifically to the Company are;
a. The Factories Act, 1948
b. The Employees Provident Funds Act, 1952;
c. The Employees State Insurance Act, 1948 (ESIC Act);
d. The Payment of Bonus Act,1965 & Rules;
e. The Maternity Benefit Act, 1961;
f. The Minimum Wages Act, 1948;
g. he Payment of Gratuity Act, 1972;
h. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;
i. The Equal Remuneration Act, 1976;
j. Bombay IR Act, 1946;
k. The Industrial Dispute Act, 1947;
l. The Weekly Holiday Act, 1942;
m. The Maharashtra Labour Welfare Fund Act, 1953 & The Maharashtra Labour Welfare Fund Rules,
1953;
n. The Employees State Insurance Act, 1948 (ESIC Act);
o. The Contract Labour (Regulation and Abolition) Act, 1970 & The Maharashtra Contract Labour
(Regulation and Abolition) Rules, 1971;
p. The Maharashtra Workmen's Minimum House-Rent Allowance Act, 1983 & The Maharashtra
Workmen's Minimum House-Rent Allowance Rules, 1990;
q. The Industrial Employment (Standing Order) Act, 1946;
r. The Employment Exchange (Compulsory Notification of Vacancies) Act, 1959;
s. The Electricity Act, 2003;
t. Air (Prevention and Control of Pollution) Act, 1981;
u. Water (Prevention and Control of Pollution) Act, 1974;
v. Environment (Protection) Act, 1986;
w. Hazardous and Other Wastes (Management & Transboundary Movement) Rules, 2016;
x. The Water (Prevention and Control of Pollution) Cess Act, 1977 (Water Cess Act) And Water (Prevention
and Control of Pollution) Cess Rules, 1978 (Water Cess Rules);
y. Other applicable laws.

58
DIRECTOR’S REPORT
I have also examined compliance with the applicable clauses of the following:
a) Secretarial Standards with regards to Meeting of Board of Directors (SS-1) and General Meetings (SS-2)
issued by The Institute of Company Secretaries of India.
b) The Listing Agreements entered into by the Company with stock exchanges;
During the Audit period under review, the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. as mentioned above.
I further report that:
1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-
Executive Directors and Independent Directors and Women Director in terms of Companies Act, 2013 and
Regulation 17 of SEBI (LODR), 2015.
2. The company has obtained approval of the shareholders in the 14th Annual General Meeting held through video
conferencing on 28th September, 2021 and has complied with the provisions of the Act and regulations prescribed
under SEBI Act in respect of the following:
a) Re-appointment and fixation of remuneration of Mr. Vinay Uchil (DIN: 01276871) as Chairman & Executive
Directors of the Company and Mr. Venkatesh Uchil (DIN: 01282671) as Managing Director of the Company
for a period of three years w.e.f. from 01st August, 2021 till 31st July 2024.
b) Regularization of appointment of Mrs. Archana Rajagopalan (DIN: 09077128) as Non-Executive
Independent Director for the period up to 22nd February, 2024 not liable to retire by rotation and who was
appointed as additional Non-Executive Independent Director w.e.f 23rd February, 2021.
c) Re-appointment of Mrs. Tanuja Pudhierkar (DIN: 08190742) who retires by rotation and being eligible offers
herself for re-appointment.
3. The National Stock Exchange of India Limited (NSE) had imposed a fine of Rs. 1,77,000/- (including GST of Rs.
27,000/-) vide Ref: NSE/LIST-SOP/COMB/FINES/0814 dated: 15th February, 2021 and Rs. 3,12,700/- (including
GST of Rs. 47,700/-). vide Ref. NSE/LIST-SOP/COMB/FINES/0815 dated: 17th May, 2021 with respect to non-
compliance with Regulation 17 (1) of SEBI (LODR) Regulations, 2015 for the period starting from 02nd December,
2020 to 31st December, 2020 and 01st January, 2021 to 22nd February, 2021 respectively. In response to the notices,
the company had appointed Mrs. Archana Rajagopalan (DIN: 09077128) as Non-Executive Independent Woman
Director and made a total payment of Rs. 4,89,700/- ( Including GST of Rs. 74,700/-)to the NSE as per the said
notices.
Adequate notice is given to all directors to schedule the Board Meetings (including meetings of the committees),
agenda and detailed notes on agenda were sent in advance and a system exists for seeking and obtaining further
information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out either unanimously or majority as recorded in
the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.
I further report that, there are adequate systems and processes in the Company commensurate with the size and
operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
For M/s. R. Bhandari & Co.
Company Secretaries
Raghunath Bhandari
Proprietor
FCS No. 8048
CP No. 15381
Peer Review Certificate No.: 1986/2022
UDIN :F008048D000823271
Place: Mumbai
This report is to be read with our letter which is annexed as Annexure I and forms an integral Part of the Report
59
DIRECTOR’S REPORT
ANNEXURE I
To,
The Members,
B/1, Udyog Sadan No.3,
MIDC, Andheri (E),
Mumbai - 400093.
My Secretarial Audit Report of even date is to be read along with this letter.
1. Maintenance of Secretarial record of applicable laws is the responsibility of the management of the Company. Our
responsibility is to express an opinion on these secretarial records based on my audit.
2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that
correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a
reasonable basis for our opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the
Company.
4. Where ever required, we have obtained the Management representation about the Compliance of laws, rules and
regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards applicable
to the Company is the responsibility of management. Our examination was limited to the verification of procedure
on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.
For M/s. R. Bhandari & Co.

Company Secretaries
Raghunath Bhandari
Proprietor
FCS No. 8048
CP No. 15381
Peer Review Certificate No.: 1986/2022
UDIN : F008048D000823271

Place: Mumbai

60
DIRECTOR’S REPORT
ANNEXURE E
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW &
OUTFLOW
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 (Rs: in Lakhs):
Foreign Exchange Earnings: Rs. 2895.18 lakhs
Foreign Exchange Outgo: Rs. 4034.08 lakhs

Sd/- Sd/-
DIN: 01276871 DIN: 01282671

Place: Mumbai

61
DIRECTOR’S REPORT
ANNEXURE F
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. The CSR Policy can be accessed on
company’s website viz; https://www.marineelectricals.com/images/policies/Corporate-Social-Responsibility-
Policy-CSR.pdf
2. The composition of the CSR committee:
Sr. Name of Director Designation No. of Committee No. of Committee

No. Nature of Directorship meetings held meeting attended
during the year
1 Mr. Vinay Uchil Chairman and 1 1
Executive Director
2 Dr. Tanuja Pudhierkar Member
Non-Executive 1 1
Non-Independent Director
3 Mr. Nikunj Mishra Member
Non-Executive 1 1
Independent Director
4 Vikas Jaywant Member
Non-Executive 1 1
Independent Director
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board
are disclosed on the website of the company:
https://www.marineelectricals.com/images/policies/Corporate-Social-Responsibility-Policy-CSR.pdf
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the
Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report) - Not Applicable
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any
Sr. Financial Year Amount available for set-off from Amount required to be set-off for the
No. Preceding financial years (in Rs) financial year, if any (in lakhs)
1 2021-2022 Rs. 4,04,527 (from F. Y. 2020-21) Nil
TOTAL Rs. 4,04,527/-
6. Average net profit of the company as per section 135(5) :

(Rs. In Lakhs)
2020-21 7,82,85,073
2019-2020 6,55,96,947
2018-2019 7,75,31,842
Total Profit 22,14,13,862
Average 3 Years 7,38,04,621

62
DIRECTOR’S REPORT
7)
(a) Two percent of average net profit of the company as per section 135(5) Rs. 14,76,092
(b) Surplus arising out of the CSR projects or programmes or activities of the previous Nil
financial years
(c ) Amount required to be set off for the financial year, if any Nil
(d) Total CSR obligation for the financial year (7a+7b- 7c) Rs. 14,76,092
8). (a) CSR amount spent or unspent for the financial year:
Amount Unspent (in Rs.)
Total amount Spent Total Amount transferred to unspent Amount transferred to any fund specified under
for the Financial year CSR account as per section 135(6) schedule VII as per second proviso to section 135(5).
(Rs. in Lakhs)
Amount Date of transfer Name of the fund Amount Date of transfer
Rs. 15,85,000/- NA NA NA NA NA
(b) Details of CSR amount spent against ongoing projects for the financial year:
(1) ( 2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sl. Name of Item from Local Location Project Amount Amount Amount Mode Mode of
No the the list of area of the Duration allocated spent in transferred of impleme-
Project activates in (Yes/No.) project for the the to Unspent implementation-
Schedule VII Project current CSR account ntation - Through
to the Act. (in Rs.) financial for the direct impleme-
year project as (Yes/No) nting
(in Rs.) per section agency
135(6)
(in Rs.)
State Distri- Name CSR
ct Regis-
tration-
No.
1 NOT APPLICABLE
c) Details of CSR amount spent against other than ongoing projects for the financial year:
(1) ( 2) (3) (4) (5) (6) (7) (8)

Sl. Name of Item from the Local Location of Amount Mode of Mode of
No the Project list of activities area the project spent for the implementation implementation
in schedule VII (Yes/ project ( Rs. direct - - Through
to the Act. No.) in Lakhs) (Yes/No) implementingagency
State District Name CSR
Registration No.
1 Covid Eradicating hunger, No Goa Goa Rs. 10,00,000/- No Keshav CSR00006997
Quarantine poverty and Seva
Centre at malnutrition, Sadhna
Calangute promoting health
Goa care including
preventive health
care and sanitation
including contribution
to the Swach Bharat
Kosh set-up by the
Central Government
for the promotion of
sanitation and
making available
safe drinking water.

63
DIRECTOR’S REPORT
(1) ( 2) (3) (4) (5) (6) (7) (8)

Sl. Name of Item from the Local Location of Amount Mode of Mode of
No the Project list of activities area the project spent for the implementation implementation
in schedule VII (Yes/ project ( Rs. direct - - Through
to the Act. No.) in Lakhs) (Yes/No) implementingagency
State District Name CSR
Registration No.
2 Sponsoring II - Promoting No Goa Goa Rs. 1,85,000/- No Dr. Keshav CSR00022482
Main Electrical education, including Baliram
Panel Board special education Hedgewar
for completion and employment Shikshan
of School enhancing vocation Prasarak
Building of skills especially Mandal
Dr. K.B. among children,
Hedgewar women, elderly and
Vidyalay, the differently abled
Curti Ponda and livelihood
Goa enhancement
projects
3 Abhilasha II -Promoting Yes Maharashtra Mumbai Rs. 4,00,000/- No Amrita CSR00009988
(a pre- education, including Trust
vocational special education
center for and employment
People with enhancing vocation
Developmen- skills especially
tal Disabilities) among children,
women, elderly and
the differently abled
and livelihood
enhancement
projects
(d) Amount spent in Administrative Overheads: NA

(e) Amount spent on Impact Assessment, if applicable: NA
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): Rs. 15,85,000
(g) Excess amount for set off, if any
Sl. No. Particular Amount (Rs. in Lakhs.)

(i) Two percent of average net profit of the company as per section 135(5) Rs. 14,76,092
(ii) Total amount spent for the Financial Year Rs. 15,85,000/-
(iii) Excess amount spent for the financial year [(ii)-(I)] Rs. 1,08,908/-
(iv) Surplus arising out of the CSR projects or programmes or activities of the NIL
previous financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] Rs. 1,08,908/-
9). (a) Details of Unspent CSR amount for the preceding three financial years:
Sl. Preceding Amount Amount spent Amount transferred to any fund specified under Amount
No financial transferred in the reporting schedule VII as per section 135(6), is any remaining
year to Unspent Financial year to be spent in
CSR Account (in Rs.) succeeding
135 (6) (in Rs.) financial year
(in Rs.)
Name of the fund Amount (in Rs.) Date of transfer
1. 2018-2019 Not Applicable

64
DIRECTOR’S REPORT
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
(1) ( 2) (3) (4) (5) (6) (7) (8) (9)

Sl. Project ID Name of Financial Project Total Amount Cumulative Status of the
No the Project year in Duration amount spent on amount spentat project -
which the allocated for the project the end of completed /
project was the project in the reporting ongoing
commenced reporting financial year
(in Rs.)
Not Applicable
10) In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired
through CSR spent in the financial year (asset-wise details): NA
(a) Date of creation or acquisition of the capital asset(s). NA
(b) Amount of CSR spent for creation or acquisition of capital asset.: NA
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their
address etc: NA
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the
capital asset): NA
11). Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section
135(5): NA
Sd/- Sd/-
Chairman CSR Committee Managing Director

Place: Mumbai

65
MANAGEMENT DISCUSSION AND ANALYSIS
A. Overview of the Company’s Business:

Marine Electrical’s business prospects are linked to the growth of Electrical, NAVCOM and automation solution needs
of India and neighbouring countries having MEIL footprint. In addition, the growth of Marine / Shipping industry also
brings significant opportunities and value proposition to our services business concentrated in India and middle-east.
Strong electrical, electronics and NAVCOM back-bone clubbed with the growing services portfolio helps to leverage
MEIL as a turn-key package solution provider to the shipyards as a credible integrator. This also enables us to
attempt larger repair and service contracts. The Management Discussion and Analysis of MEIL therefore focuses
on the trends and business opportunities emerging from these sectors and analyses our competitive positioning in
these businesses. Company has timely steps for horizontal and vertical expansions into related business and
technology segments with measured low-risk manageable steps.
We have just recovered from the impacts of COVID-19 Pandemic. US-China declining relationships, and consequent
slowing down and reorganizing of manufacturing hubs have subjected certain strain in the supply-chain. Taiwan's
worst draught in 50 years has also impacted the semi-conductor supply since chain, since Taiwan is world's one of the
largest semiconductor manufacturing hubs. Russia-Ukraine conflict, and resultant Global and regional embargo have
brought in some market volatility of transition and a new global order. While these had adverse impact to some of
the weak market players, it had a rather growing impact on MEIL for its balanced domestic and global delivery mix;
innovative and creative adaptation to emerging situation and adaptive fiscal discipline to sustain, deliver, survive
and grow. We have ramped up efficient work from home regimes in a quick time, worked on mixed regimes of work
from home/ office and emerged very flexible, dynamic and resilient to meet the challenges as they emerged.
B Performance of the Company:
The Key Financials Parameters as on 31st March, 2022 on Standalone and Consolidated Basis are as follows:
Standalone:
Particular As on 31st March 2022 As on 31st March 2021
Debt/Equity Ratio 0.19 0.33
Debt Service Ratio 2.82 4.95
Interest Coverage Ratio 4.91 3.39
Current Ratio 1.69 1.58
Net Profit Ratio 3.87% 3.92%
Operating Profit Ratio: 7.46% 9.30%
Consolidated:
Particular As on 31st March 2022 As on 31st March 2021
Debt/Equity Ratio 0.19 0.29
Debt Service Ratio 2.90 5.02
Interest Coverage Ratio 4.95 3.92
Current Ratio 1.65 1.61
Net Profit Ratio 3.53% 5.39%
Operating Profit Ratio: 7.10% 10.38%
Revenue from operations:

Standalone: Rs. 32,288.56 Lakhs
Consolidated: 37,632.86 Lakhs.
C Performance of each Segments
Our Company is mainly dealing into two segments viz Electricals & Electronics and Solar. The Company has been
receiving orders from customers for Electricals & Electronics segment on regular basis. The Company achieved revenues
of Rs. 32,058.48 Lakhs for Electricals & Electronics segment and Rs. 230.08 Lakhs for Solar segment during FY 2021-22
as against Rs. 18,201.35 Lakhs for Electricals & Electronics segment and Rs. 1,786.02 Lakhs for Solar

66
segment during FY 2020-21. The Company achieved PBIT of Rs. 2,459.11 Lakhs - for Electricals & Electronics
segment and Rs. (393.38) Lakhs for Solar segment during FY 2021-22 as against Rs. 2041.16 Lakhs for
Electricals & Electronics segment and Rs. (488.17) Lakhs for Solar segment during FY 2020-21.
Economic Environment: A robust GDP growth indicator
Electrical Power Generation and Distribution Sector
https://www.ibef.org/industry/power-sector-india

67
The core business of Marine Electricals is directly or indirectly impacted by the demand, opportunities, favorable
policy initiatives and buoyant investment possibilities. As evident in the afore analysis summary, today, we have all
these in our favour and therefore we should look forward to a positive business growth impact.
Government of India, Ministry of Power Annual Report 2021-22, reports that India has transformed from power deficit
to power surplus. From 2014 to Nov, 2021, India has added power generation capacity of 160.8 Giga Watts consisting
of 83,920 MW from Fossil Fuel and 76,900 MW from Non-Fossil Fuel Capacity making India power surplus.
Source: https://powermin.gov.in/sites/default/files/uploads/MOP_Annual_Report_Eng_2021-22.pdfTotal Power
Generation in India (Billion Units)
The total installed capacity was 395 GW as on 31.01.2022, out of which 235.9 GW is fossil fuel based (Coal/gas
etc.) and 159.1 GW is non-fossil fuel (Renewable Energy + Nuclear) based. The installed capacity is now close to
double the peak demand and India is exporting power to Nepal, Bangladesh and Myanmar.Concurrently, India
electrical materials market, valued at USD 5969.13 Million in FY2020 and is projected to grow at double digit
CAGR of 17.88% during the forecast years, to reach USD 9714.33 Million through FY2026.
Total Power Generation in India (Billion Units)
https://powermin.gov.in/en/content/power-sector-glance-all-india
Some of the specific developments and growth drivers in the power sector, which will have chain effect of
increasing our business prospects are:
Ÿ In March 2022, NTPC announced that it was ready to start partial power generation of 10 GW from a 92 MW
floating solar energy plant being set up at NTPC's unit at Kayamkulam in Kerala
Ÿ In March 2022, NTPC announced that it will start commercial operations of 74.88 MW capacity of its 296 MW
Fatehgarh solar project in Rajasthan
Ÿ In March 2022, Adani Solar and Smart Power India (SPI), a subsidiary of Rockefeller Foundation, signed a
non-financial and non-commercial MoU to promote the usage of solar rooftop panels in rural India
Ÿ In February 2022, Kolkata-based Eminent Electricity Distribution Ltd., a subsidiary of CESC Limited, bid Rs.
871 crore (US$ 113.24 million) to take over Chandigarh's power supply department, which was approved and
the transition will happen by the end of March
Ÿ SJVN Limited is looking to develop 10,000 MW solar power projects inviting an investment of Rs. 50,000 crore
(US$ 6.56 billion) in the next five years in Rajasthan.

68
Ÿ In November 2021, the NTPC announced that its 80 MW solar power-generation capacity in Jetsar (Rajasthan) has
started commercial operations from October 22, 2021. The total capacity of the project is 160 MW.
Ÿ In November 2021, SJVN began the second unit work of the 1,320 MW Buxar thermal power plant in Bihar.
Ÿ In October 2021, the NTPC was awarded a contract to set up a 325MW solar power project in Madhya Pradesh.
Ÿ On September 29, 2021, NTPC Renewable Energy ltd (REL), a 100% subsidiary of NTPC ltd, signed its first green
term loan agreement with the Bank of India for Rs. 500 crore (US$ 67.28 million) at a competitive rate and a tenor of
15 years for its 470 MW solar projects in Rajasthan and 200 MW solar projects in Gujarat.
Ÿ In September 2021, Adani Group announced an investment of US$ 20 billion over the next 10 years in renewable
energy generation and component manufacturing.
Ÿ In July 2021, National Thermal Power Corporation Renewable Energy Ltd (NTPC REL), NTPC's fully owned
subsidiary, invited a domestic tender to build India's first green hydrogen fueling station in Leh, Ladakh.
Ÿ In July 2021, Bharat Heavy Electricals Limited (BHEL) received a large contract from Nuclear Power Corporation of
India Limited (NPCIL) for the supply of 12 steam generators of India's highest rated indigenously-developed 700 MW
Pressurized Heavy Water Reactors (PHWR) worth Rs. 1,405 crore (US$ 189.20 million).
Ÿ In July 2021, NTPC announced that it would invest Rs. 2-2.5 crore (US$ 0.27-0.34 million) over the next 10 years to
expand renewable capacity.
Ÿ In June 2021, NHPC signed a memorandum of understanding (MoU) with Bihar State Hydro-Electric Power
Corporation Limited (BSHPCL) to execute Dagmara HE Project (130.1 MW) in the state.
Ÿ In March 2021, Actis LLP, a private equity firm, announced plans to invest US$ 850 million to build two green energy
platforms in India. According to the firm, the first platform will focus on setting up grid-connected solar and wind power
parks, while the second platform will tailor to the commercial and industrial segment.
Ÿ In January 2021, TOTAL acquired a 20% stake in Adani Green Energy. In addition, as a part of this deal, TOTAL
undertook 50% in 2.35 GW portfolio of operating solar assets in Adani Energy Limited. The combined deal amount
was worth US$ 2.5 billion.
Ÿ In January 2021, Tata Power received a letter of award (LOA) from Kerala State Electricity Board Limited (KSEBL) to
develop a 110 MW solar project. With this, Tata Power's renewable capacity will increase to 4,032 MW, out of which
2,667 MW is operational and 1365 MW is under implementation, including 110 MW won under this LOA.
Source: https://www.ibef.org/industry/power-sector-india
The above parameters are indicative of robust and sustained market for Electrical Business of MEIL in all sectors -
Industry, Commercial and Defence. This in synchronism with company’s growth parameters is a testimony of healthy
business environment around us. The PEST and SWOT analysis undertaken by in-house teams also substantiates
the healthy business trends.
D Naval Shipbuilding
1. The Indian Navy has been the leading patron of the indigenisation of defence production capabilities, with a
vision of a 200 - strong combat fleet by 2027. In wake of the naval vision, warship construction has witnessed
an unprecedented growth. This has been a growth impetus for Marine Electricals too.
I. The various projects of Indian Navy, at different stages of execution in shipyards are tabulated below
(excluding smaller ships like FACs & auxiliary crafts). This is the current business concentration of the
Naval division of our Company:
Ser Project Type No of Ships Shipyard

(a) IAC Aircraft Carrier 01 M/s Cochin Shipyard Ltd.
(b) P15B Destroyers 04 M/s Mazagon Shipbuilders Ltd.
(c) P17A Frigates 07 M/s Mazagon Shipbuilders Ltd. &
M/s Garden Reach Shipbuilders Ltd.
(d) Follow on 1135.6 Frigates 02 M/s Goa Shipyard Ltd.
(e) Survey Vessel Survey Vessel 04 M/s Garden Reach Shipbuilders Ltd.
(f) Anti-Submarine Warfare Warship 16 M/s Cochin Shipyard Ltd.
Shallow Water Craft M/s Garden Reach Shipbuilders Ltd.

69
Ser Project Type No of Ships Shipyard

(g) DSV Diving Support 02 M/s Hindustan Shipyard Ltd
Vessl
(h) FSS Tanker 05 M/s Hindustan Shipyard Ltd
(i) PCV Pollution Control 02 Goa Shipyard Ltd
Vessel
(j) NG OPV Next Gen Offshore 11 Goa Shipyard Limited
Patrol Vessels
(k) P75 (I) AIP Submarines 06 Strategic Partnership Model
(l) SSP/ FDN-3 Floating Dock 01 Hindustan Shipyard Limited
(Navy)-3
Total 61
II Shipbuilding Projects of Indian Navy in on the Anvil / Planning Phase (excluding smaller ships like
FACs & auxiliary crafts). This forms longer term business target for Marine Electricals spanning over
next few years:
Ser Project No. of Ships
(a) LPD, Landing Platform Dock 04
(b) NGMV, Next Gen Missile Vessel 06
(c) Survey Training Vessel 01
(d) MCMV, Mine Counter Measure Vessel 12
(e) MPV, Multi-Purpose Vessel 04
(f) NGC, Next generation Corvettes 07
(g) NGF, Next Generation Frigates 07
(h) CTS, Cadet Training Ships 03
(I) NGD, Next Generation Destroyers 05
(j) IAC 2, Indian Aircraft Carrier - 2 01
Total 50
III. In addition to the Indian Navy, the Indian Coast Guard is also engaged in a massive expansion plan
and is in the process of acquiring various craft to strengthen the maritime boundaries of the country.
IV. However, the performance of private shipbuilding industry has been much better in terms of project
completion mainly attributable to less complex weapons and sensors, leading to timely completion of the
project. The various shipbuilding projects of Indian Coast Guard in progress / planning phase are as below.
Ser Project Quantity Shipyard

(a) Fast Patrol Vessel 05 M/s Garden Reach Shipbuilders Ltd
(e) Training Ship 01 RDEL NCLT, Will be retendered
(g) Interceptor Boats 15 BDIL
(h) FSB 05 BDIL
(I) Pollution Control Vessel 02 Goa Shipyard Limited
Total 28

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V. Shipbuilding Projects of Coast Guard in Planning Phase: Which would add to the business target over
coming decade:
Ser Project No. of Ships
(a) Air Cushion Vessel 06
(b) Fast Patrol Vessel 08
Total 14
Marine Electricals’ flagship equipment such as Integrated Bridge System, NAVCOM systems including
navigation radars, Main Switchboard, assorted control panels, alarm monitoring systems and a host of data
aggregation control systems for fire, flood and auxiliary machinery control systems are needed by all above
ships. This forms a significant established business segment for the naval division of Marine Electricals.
This year we got a MSB and APMS order for a state-of-the art stealth frigate and many smaller contracts, in
which VME-64 based open architecture automation solution has to be provided. These credentials are
opening up our entry into many more VME-64 based automation solutions, which are normally sought for
frontline warships’ systems.
VI. Inland Water Transport (IWT) : To create a country wide waterways network and to promote inland water
transport in the country as an economical, environment friendly supplementary mode of transport to rail and
road, 111 inland waterways have been planned and many are under execution stage. The Inland Water
Transport (IWT) mode is widely recognized as a fuel efficient, environment friendly and cost effective mode,
especially for bulk goods, over dimensional cargo and hazardous goods. The primary requirement of
making this mode commercially viable is development of IWT infrastructure (fairway, terminals and NAV
COM) and at the same time creating and enabling environment for augmentation of IWT fleet, primarily by
the private sector. Keeping in view that India has a coastline of 7,500km, and In Land Waterways (ILW)
potential of over 20,000 kms ship building and ship repair have been recognised as key sectors under Make
In India (MII) initiative. We have started receiving orders from the projects under IWT.
https://archive.ph/20120709231653/http://iwai.gov.in/introduction.htm
Repair and Maintenance Services

With the growing ship repair and technical services sector, our services business of marine and defence sector
also continues to be healthy and expected to grow along with the buoyant business scenario. Our navigation and
Communication services business also grows in sync with the growth of ship repair and

71
technical services opportunity.

We have over 30 types of electrical / electronic equipment approved by Govt of India (DGQA). We offer
Annual Maintenance Contracts (AMC) and Rate Repair Contracts (RRC) for all our equipment. MEIL has
branch offices in 12 locations, mostly around the coast, for providing water front support to our customers.
These AMC/ RRC provide a parallel sustained derivative business stream for us.
2. Business Domain Expansion: Marine Electricals has taken timely steps for horizontal and vertical
expansions into related fields for better benefits at lower risk such as:
Broadened Industrial Customer Base: Datacenters, Steel, Cement, Chemical, Pharma and Automobile
industries, High rise buildings using own patented solutions for LV (MEcubE3), MV (MEpoweR3), Busduct
solution etc.
Geographical Expansion in Industrials
Entering South India with acquisition of Eltech Engineers
Exploring acquisition opportunities to enter North & Eastern India
Metro Rails: Electrical Products and Sensors
Indian Railways: Electrical Equipment and Lights
Ports: Vehicle traffic management system, Port management systems for port operations
Electric Vehicles: Charging Stations for Fast Charging
Expanding Solution Offerings in Marine
Providing IPMS for commercial ships, working on expanding it to Naval Ships
Focusing on complete installation package for Naval Ships
Targeting to receive Service Contract for Weapon Systems
3. Achieved Business Parameters : The Y-o-Y growth parameters of MEIL are outlined as below. As can be
observed the growth trends of MEIL are following/ exceeding the growth trends of the sector.
Year Order Book* Revenue/ Sales* PBIT*
2021-22 35,620.00 32,288.56 1,763.71
2020-21 44,100.00 19,987.37 1,085.82
2019-20 40,170.19 20,771.13 1,572.78
2018-19 18,786.00 32,323.03 1,728.33
2017-18 16,087.40 28,766.39 2,266.86
2016-17 4,361.24 20,944.17 1,875.94
2015-16 3,262.97 19,344.95 1,530.51
4. Competitive Scenario : MEIL has the first mover’s advantage. It has been able to resist and sustain the
aggressive moves and postures of the new incomers in this business domain. The International players do
pose a challenge but, MEIL product quality and market reputation are also at par with International brands.
We make all endeavors to maintain and sustain international quality and maturity in our products, processes
and product life cycle support.
E Overall Business and Growth Strategy
Marine Electrical intends to be one of the top ten players in the global marine market. We will realise this by
becoming a true life cycle management partner, combining two key roles as system integration partner and
maintenance partner to all our customers and constantly focus on exceeding their expectations. And last but not
least, we are dedicated to create smart and green solutions at a competitive cost of ownership.
Marine Electricals will provide high quality Industrial solutions for LV, MV & Automation addressing requirements of
diverse customers thru superior technology & manufacturing standards. We aspire to take leadership position in
Western region of India.

72
A focus on power plants, the automotive industry, pharmaceuticals, chemicals and petrochemicals, the energy and
environment market, pharmaceuticals, machine building, oil & gas, and the aircraft industry.
F Safety and Environment Clearances Outlook
We continuously seek to improve safety and reliability at all our production facilities. Our production facilities have
been awarded the ISO Certification for maintaining quality and environment management standards.
G. Statutory Compliance
The Company Secretary Cum Compliance Officer ensures compliance with SEBI Regulations and Listing
Agreement , Guidelines of Insider Trading and Companies Act 2013.
H Internal Control Systems
The company’s internal audit system has been continuously monitored and updated to ensure that assets are
safeguarded, established regulations are complied with and pending issues are addressed promptly. The audit
committee reviews reports presented by the internal auditors. The committee makes note of the audit observations
and takes corrective actions, if necessary. It maintains constant dialogue with statutory and internal auditors to
ensure that internal control systems are operating effectively
I Return on Networth (Consolidated)
The return on networth for the financial year 2021-22 is 7.31% as compared to 7.96 for the financial year 2020-21.
J. Cautionary Statement
The management discussion and analysis report containing your company’s objectives, projections, estimates
and expectation may constitute certain statements, which are forward looking within the meaning of applicable
laws and regulations. The statements in this management discussion and analysis report could differ materially
from those expressed or implied. Important factors that could make a difference to the company’s operation
include raw material availability and prices, cyclical demand and pricing in the company’s principal markets,
changes in the governmental regulations, tax regimes, forex markets, economic developments within India and
the countries with which the company conducts business and other incidental factors.

73
CORPORATE GOVERNANCE REPORT
I. Philosophy on Code of Governance

Your Company believes that sound ethical practices, transparency in operations and timely disclosures go a long
way in enhancing long-term shareholders value while safeguarding the interest of all the stakeholders. It is this
conviction that has led the Company to make strong corporate governance values intrinsic in all operations. The
Company is led by a distinguished Board. The Board provides a strong oversight and strategic counsel. The
Company has established systems and procedures to ensure that the Board of the Company is well-informed and
well-equipped to fulfill its oversight responsibilities and to provide management the strategic direction it needs to
create long-term shareholders value.
The Company has adopted a Code of Conduct for its Board of Directors and Senior Management Personnel and
its employees. The Company also laid down under Insider Trading Regulations, Insider Trading Code and Code
on fair disclosure of unpublished price sensitive information to safe guard interest of the shareholders.
The Company is in compliance with the requirements stipulated under Regulation 17 to 27 read with Schedule V
and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI Listing Regulations (LODR) as applicable, with
regard to corporate governance.
II. Board of Directors
Board diversity
Company recognizes the benefits of a Board that possesses a balance of skills, experience, expertise and
diversity for effective decision making. Diversity at the Board level is an important element in strong corporate
governance. The Board diversity enhances decision-making capability and a diverse Board is more effective in
dealing with organizational changes and less likely to suffer from group thinking. The Board diversity policy
adopted by the Board is available on the website of the Company at
https://www.marineelectricals.com/images/policies/Board-Diversity-Policy.pdf
a) Composition:
Regulation 17 of the SEBI Listing Regulations (LODR) has mandated that where the listed entity does not
have a regular non-executive chairperson, at least half of the board of directors shall comprise of independent
directors. Further SEBI Listing Regulations (LODR) (Amendments) 2018 has mandate the Board of top 1000
listed companies to have at least one Independent Woman Director on the Board. The Board of the Company
is having appropriate mix of Executive, Non-Executive and Independent Directors.
As on March 31, 2022, the Board comprises of total Nine (9) members, One (1) Chairman and Executive
Director, one (1) Managing Director, Two (2) Non Executive Non- Independent Directors and Five (5) Non-
Executive Independent Directors out of which One (1) is Non-Executive Independent Woman Director.
Hence the composition of the Board is in conformity with SEBI Listing Regulations (LODR) and amendments
thereof.
The details of Board members along with their tenure during the financial year 2021-22 are as follows:
Name of Director Designation Date of Date of Date of
Appointment Re-appointment Cessation
Mr. Vinay K Uchil Chairman & Executive Director 04-12-2007 01-08-2021 -
Mr. Venkatesh K Uchil Executive Managing Director 04-12-2007 01-08-2021 -
Dr. Tanuja Pudhierkar Non-Executive Non Independent Director 01-08-2018 - -
Mr. Shailendra Shukla Non-Executive Non Independent Director 07-12-2018 - -
Mr. Madan Pendse Non-Executive Independent Director 11-07-2018 - -
Mr. Nikunj Mishra Non-Executive Independent Director 11-07-2018 - -
Mr. Vikas Jaywant Non-Executive Independent Director 24-02-2020 - -
Mr. Mohan Rao Non-Executive Independent Director 30-05-2020 - -
Ms. Archana Venkata Non-Executive Independent Director 23-02-2021 - -
Rajagopalan

74
b) Details of the Directorships and Committee Chairmanship/membership held by the Directors in

other public companies as on 31st March, 2022 are as under:
Name of Director Number No. of No. of Board No. of Board Name of the other
of Equity Directorships Committees of other Committees of the Listed Entity(ies)
Shares in other Public companies in which Company (MEIL) in in which the
heald Limited Member/Chairperson which Member/ Director hold
Companies 1&2 Chairperson (3) Directorship
Member Chairperson Member Chairperson
Mr. Vinay K Uchil 9000 2 0 0 3 2 0
Mr. Venkatesh K Uchil 26772375 2 0 0 1 0 0
Dr. Tanuja Pudhierkar 1000 0 0 0 1 0 0
Mr. Nikunj Mishra - 0 0 0 2 1 0
Mr. Shailendra Shukla - 0 0 0 1 0 0
Mr. Madan Pendse - 5 0 0 2 2 0
Mr. Vikas Jaywant - 0 0 0 2 0 0
Mr. Mohan Rao - 0 0 0 2 0 0
Ms. Archana Venkata - 0 0 0 1 0 0
Rajagopalan*
Notes:
1. Directorship(s) and membership(s)/ Chairmanship(s) in the Committees of the Board of Directors
exclude Marine Electricals (India) Limited, foreign Companies, Companies formed under Section 25 of
the Companies Act, 1956 and Section 8 of the Companies Act, 2013.
2. Chairmanship/ Membership of Committee include the Audit Committee /Nomination & Remuneration
Committee/Corporate Social Responsibility (CSR) Committee/Stakeholders’ Relationship Committee in
other Indian Public Companies (Listed and Unlisted & excludes Marine Electricals (India) Limited).
3. Chairmanship/ Membership of Committee include the Audit Committee /Nomination & Remuneration
Committee/Corporate Social Responsibility (CSR) Committee/Stakeholders’ Relationship Committee in
Marine Electricals (India) Limited.
4. None of the Directors hold Directorship in more the Seven(7) Listed Entities as per Regulation 17A of the
Listing Regulations.
5. No Director holds membership(s) of more than Ten (10) Committees of any Board, nor, is a Chairperson
of more than Five (5) Committees of any Board across all listed companies with which he/ she is
associated as a Director.
6. The particulars of Director seeking re-appointment at the forthcoming AGM are provided in the Notice to
the Annual General meeting. The brief profile of the Directors is also placed on the website of the
Company.
7. The tenure of the Independent Directors is in compliance with the Companies Act, 2013. All the
Independent Directors have confirmed that they meet the criteria of independence as mentioned under
SEBI Listing Regulations (LODR) and Section 149 of the Companies Act, 2013. In the opinion of the
board, the independent directors fulfill the conditions specified in SEBI Listing Regulations and
Independent Directors are independent of the management.
8. None of the Directors have any inter-se relation among themselves except Mr. Vinay Uchil, Mr.
Venkatesh Uchil and Dr. Tanuja Pudhierkar

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c) Board Meetings
During the financial year 2021-22, 5 (Five) Board meetings were held on 7th June, 2021, 12th August, 2021,
22nd October, 2021, 11th November, 2021 and 10th February, 2022 and the particulars of attendance of the
Directors are as under:
Name of Director Attendance at AGM held on No. of Board meeting held No. of meeting
28/09/2021 during tenure attended
Mr. Vinay K Uchil Yes 5 5
Mr. Venkatesh K Uchil Yes 5 5
Dr. Tanuja Pudhierkar Yes 5 5
Mr. Shailendra Shukla Yes 5 5
Mr. Madan Pendse Yes 5 5
Mr. Nikunj Mishra Yes 5 5
Mr. Vikas Jaywant Yes 5 5
Mr. Mohan Rao Yes 5 5
Ms. Archana Venkata Yes 5 5
Rajagopalan
d) Independent Directors:
The appointment of Independent Directors is carried out in a structured manner in accordance with the
provisions of the Act and the SEBI Listing Regulations. The Nomination & Remuneration Committee of the
Board identifies candidates based on certain laid down criteria and takes into consideration the need for
diversity of the Board and accordingly makes its recommendations to the Board.
Independent Directors play a significant role in the governance processes of the Board. By virtue of their
varied experience & expertise, they enrich the Board’s decision-making and prevent possible conflicts of
interest that may emerge in such decision-making.
e) Meeting of Independent Directors:
Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate that the Independent Directors of
the Company shall hold at least one meeting in a year, without the attendance of Non-Independent Directors
and members of the Management. During the year under review, separate meeting of the Independent
Directors was held on 10th February, 2022 to review the performance of Non-Independent Directors,
Chairman and the Board as whole. The Independent Directors also reviewed the quality, quantity and
timeliness of the flow of information between the Management and the Board and it’s Committees which is
necessary to effectively and reasonably perform and discharge their duties.
The terms and conditions of appointment of Independent Directors are disclosed on the website of the
Company at: https://www.marineelectricals.com/images/policies/Terms-and-Conditions-of-Appointment-of-
Directors.pdf
f) Details of the Familiarization Programme for Independent Directors:
The Independent Directors are provided with necessary documents/brochures, reports and internal policies
to enable them to familiarize with the Company’s procedures and practices. The details of familiarisation
programme conducted for Independent Directors during FY 2021-22 is available on the website of the
Company at: https://www.marineelectricals.com/images/disclosure-reports/Familiarization-Programme.pdf

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g) Board Skill/ Expertise/ Competence

The Board skills matrix provides a guide as to the skills, knowledge, experience, personal attributes and other
criteria appropriate for the Board of the Company. The template is designed to capture the skills of the current
Board, assist in the recruitment of future directors if necessary and provide guidance for the Board in its
succession planning.
The Board is a skill - based Board comprising directors who collectively have the skills, knowledge and
experience to effectively govern and direct the Company. The Board has identified the skills and attributes
required by Company directors which can be broadly categorised as follows:
Skill area Description Importance of Skill

(essential, desirable,
able to rely on
external advice)
Knowledge of the Ability to identify key issues and opportunities for the Essential
Company’s business Company within the Electrical & Electronic , Marine industry
and the Industry in and develop appropriate policies to define the parameters
which the Company within which the organisation should operate.
operates
Strategy Ability to think strategically, identify and critically assess Essential
strategic opportunities, threats and develop effective
strategies for the Company.
Financial Skills Qualifications and experience in accounting or finance and Desirable
the ability to:
-analyse key financial statements;
-critically assess financial viability and performance;
- contribute to strategic financial planning;
-oversee budgets and the efficient use of resources; and
- oversee funding arrangements and accountability.
Board Service and Service on other public company boards, to develop Desirable
Governance insights about maintaining board and management
accountability, protecting shareholder interests, and
observing appropriate governance practices.
Leadership & Extended entrepreneurial / leadership experience for a Essential
Management Skills significant enterprise, resulting in a practical understanding
of organizations, processes, strategic planning, and risk
management. Demonstrated strengths in developing talent,
planning succession, and driving change and long-term growth.
The following is a list of core skills/expertise/competencies mapped with every Director of the Company
identified by the Board of Directors of the Company as required in the context of the Company’s business (es)
and sector(s) for the Company to function effectively and those available with the Board :

77
Core Skill/ Mr. Vinay Mr. Venkatesh Mr. Madan Mr. Vikas Mr. Mohan Ms. Archana Mr. Nikunj Mr. Shailendra Dr. Tanuja
expertise / Uchil Uchil Pendse Jaywant Rao Rajagopalan Mishra Shukla Pudhierkar
competencies
Knowledge of ü ü ü ü ü ü ü ü ü
the Company’s
business and
the Industry in
which the
Company
operates
Strategy ü ü - ü - - ü ü -
Financial Skills ü ü ü ü - ü - ü -
Board Service ü ü ü ü ü ü ü ü ü
and
Governance
Leadership & ü ü ü ü - - ü ü -
Management
Skills
III. Committees of the Board

The Board has formed various Committees as required under Companies Act, 2013 and SEBI Listing Regulations
(LODR). The Board reviews and amend the policies/terms of reference of the Committee as and when needed.
There are a total 6 (six) Board Committees as on 31st March 2022 and that have been constituted considering the
best practices in Corporate Governance and in the best interest of the Company. These Committees review,
discuss and monitor the activities falling within their terms of reference, the details of which are provided below:
i. Audit Committee
The Audit Committee is constituted as per the provisions of Section 177 of the Companies Act, 2013 and
Regulation 18 of SEBI Listing Regulations (LODR) read with Part C of Schedule II and amendments thereto.
Members of the Audit Committee possess financial/accounting expertise. The Audit Committee invites
executives, as it considers appropriate, representatives of Statutory Auditors and Internal Auditors to present
at its meetings. The Company Secretary acts as the secretary to the Audit Committee.
Composition:
Mr. Madan Pendse (Non-Executive Independent Director) - Chairman
Mr. Vikas Jaywant (Non-Executive Independent Director) - Member
Mr. Venkatesh Uchil (Executive Director) - Member
Meetings & Attendance:
During the year under review, the Committee met 5 (Five) times on 7th June, 2021, 12th August, 2021, 22nd
October, 2021, 11th November, 2021 and 10th February, 2022 and not more than one hundred and twenty days
lapsed between two consecutive meetings of the Audit Committee.
Names of the Committee Members along with their attendance during the financial year are given
below:
Name of Members No. of Committee No. of Committee

meetings held during tenure meeting attended
Mr. Madan Pendse 5 5
Mr. Vikas Jaywant 5 5
Mr. Venkatesh K Uchil 5 5
Executive Director

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Powers of Audit Committee

Ÿ To investigate any activity within its terms of reference.
Ÿ To seek information from any employee.
Ÿ To obtain outside legal or other professional advice.
Ÿ To secure attendance of outsiders with relevant expertise, if it considers necessary.
Role of Audit committee, inter alia, includes the following:
Ÿ Oversight of the Company’s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;
Ÿ Recommending the appointment, remuneration and terms of appointment of auditors of the Company;
Ÿ Approving payment for any other services rendered by the Statutory Auditors;
Ÿ Reviewing, with the management, the Annual Financial Statements and Auditor’s report thereon before
submission to the Board for approval, with particular reference to:
Ÿ Matters required to be included in the Director’s Responsibility Statement in the Board’s report in terms
of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
Ÿ Changes, if any, in accounting policies and practices and reasons for the same;
Ÿ Major accounting entries involving estimates based on the exercise of judgment by management;
Ÿ Significant adjustments made in the financial statements arising out of audit findings;
Ÿ Compliance with listing and other legal requirements relating to financial statements;
Ÿ Disclosure of any related party transactions;
Ÿ Modified opinion(s) in the draft Audit report;
Ÿ Reviewing, with the management, the quarterly Financial Statements before submission to the Board for
approval;
Ÿ Reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the offer document / prospectus / notice and the report submitted by the monitoring
agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter;
Ÿ Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit
process;
Ÿ Approval or any subsequent modification of transactions of the Company with related parties;
Ÿ Scrutiny of inter-corporate loans and investments;
Ÿ Valuation of undertakings or assets of the Company, wherever it is necessary;
Ÿ Evaluation of Internal Financial Controls and Risk Management Systems;
Ÿ Reviewing, with the management, performance of Statutory and Internal Auditors, adequacy of the
Internal Control Systems;
Ÿ Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage
and frequency of internal audit;
Ÿ Discussion with Internal Auditors of any significant findings and follow up there on;
Ÿ Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is
suspected fraud or irregularity or a failure of Internal Control Systems of a material nature and reporting
the matter to the Board;

79
Ÿ Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of concern;
Ÿ To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
Ÿ To review the functioning of the Whistle Blower mechanism;
Ÿ Approval of appointment of CFO (i.e., the Whole-Time Finance Director or any other person heading the
finance function or discharging that function) after assessing the qualifications, experience and
background, etc. of the candidate;
Ÿ Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
Ÿ Reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary exceeding rupees 100 crores or 10% of the asset size of the subsidiary, whichever is lower
including existing loans/ advances/investments.
Review of Information by Audit Committee:
Ÿ Management Discussion and Analysis of financial condition and results of operations;
Ÿ Statement of significant related party transactions (as defined by the Audit Committee), submitted by
management;
Ÿ Management letters/letters of internal control weaknesses issued by the Statutory Auditors;
Ÿ Internal audit reports relating to internal control weaknesses; and
Ÿ The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to
review by the Audit Committee.
Ÿ Review the statement of deviations:
Ÿ quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to
stock exchange(s) in terms of Regulation 32(1) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Ÿ annual statement of funds utilized for purposes other than those stated in the offer document/
prospectus/notice in terms of Regulation 32(7) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
ii) Nomination & Remuneration Committee
The Nomination and Remuneration Committee of the Company is constituted under Section 178 of the
Companies Act, 2013 and pursuant to the provisions of Regulation 19 of SEBI Listing Regulations (LODR).
The Committee has formulated the policy setting out the criteria for determining qualifications, positive
attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial
Personnel and other employees. The Committee has developed the criteria for appointment of Independent
Directors, Non-Executive Directors and Executive Directors in compliance with the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015 read with Part D of Schedule II and amendments thereto.
Composition:
Mr. Nikunj Mishra (Non-Executive Independent Director) - Chairman
Mr.Vinay Uchil (Executive Director) - Member
Mr. Mohan Rao (Non-Executive Independent Director) - Member
During the year under review, the Committee One (1) time viz; 7th June, 2021
Names of the Committee Members along with their attendance during the financial year are given below:

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Mr. Nikunj Mishra 1 1

Mr. Shailendra Shukla 1 1

(Non-Executive Non-Independent Director)*
Mr. Vinay Uchil 1 1

(Executive Director)
Mr. Mohan Rao 1 1

* The Nomination and Remuneration Committee was reconstituted on 24th December, 2021 through circular resolution &
Mr. Shailendra Shukla cease to be a member of the Committee w.e.f 24th December, 2021. The NRC committee
consititutes of Mr. Nikunj Mishra, Mr.Vinay Uchil and Mr. Mohan Rao.
Terms of Reference:
Ÿ To identify persons who are qualified to become Directors and who may be appointed in Senior
Management Level in accordance with the criteria laid down and to recommend to the Board their
appointment and/or removal.
Ÿ To carry out evaluation of every Director’s performance.
Ÿ To formulate the criteria for determining qualifications, positive attributes and independence of a Director
and to recommend to the Board a policy, relating to the remuneration for the Directors, key managerial
personnel and other employees.
Ÿ To formulate the criteria for evaluation of performance of Independent Directors and the Board.
Ÿ To devise a policy on Board diversity.
Ÿ To deal with the matters relating to the remuneration payable to Whole Time Directors, Key Managerial
Personnel and Senior Management Executives and commission, if any, to be paid to Non-Executive
Directors, apart from sitting fees.
Ÿ To review the overall compensation policy, service agreement and other employment conditions of
Whole Time Directors, Key Managerial Personnel and Senior Management Executives.
Ÿ To evaluate whether to extend or continue the term of appointment of the Independent Director, on the
basis of the report of performance evaluation of Independent Directors;
Ÿ To deal with other matters as the Board may refer to the Nomination and Remuneration Committee (“the
Committee”) from time to time.
Ÿ To recommend to the Board, all remuneration, in whatever form, payable to Senior Management.
Nomination & Remuneration Policy:
The Company recognizes the competitive nature of the current labour market conditions and this requires the
Company to provide competitive remuneration offering to Directors and employees to ensure that a high
caliber of staff is attracted to the Company and retained once they have gained experience. The Company
further acknowledges that it can only excel in service delivery through the exceptional performance of its
people and that the remuneration offering to the Directors and employees plays a substantial motivational role
when exceptional performance is compensated with exceptional rewards.
The Remuneration of Directors, Key Managerial Personnel and Senior Executives and Employees of the
Company are decided based on predetermined criteria and as per the recommendation of the Committee.
The Company will pay remuneration to Directors, Key Managerial Personnel and Senior Executives and
Employees by way of fixed component i.e. salary, retirement benefits perquisites, allowances and by way of

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the Committee and approval of the Board of Directors and shareholders, if applicable and shall be governed
by the provisions of the Companies Act, 2013, rules framed thereunder and the notifications issued by the
Ministry of Corporate Affairs from time to time.
The Nomination and Remuneration policy is also available on the web site of the Company at:
https://www.marineelectricals.com/images/policies/Nomination-n-Remuneration.pdf
Criteria for appointment and performance evaluation - related remuneration for Directors/Key
Managerial Personnel and Senior Executives of the Company.
Ÿ At the time of selection of a Director the Company must examine the integrity of the person and
possession of relevant expertise, qualifications and experience.
Ÿ In case of appointment of Independent Director, the Company must observe the pecuniary relationship
with the promoters and group companies.
Ÿ The level and composition of remuneration should be reasonable and sufficient to attract, retain and
motivate Directors/executives to run the Company successfully.
Ÿ Relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
Ÿ Financial and operating performance vis-à-vis the Annual and Operating Budget of the Company.
Ÿ Remuneration of Directors, Key Managerial Personnel and Senior Management involves a balance
between fixed and incentive pay reflecting short and long term performance objectives appropriate to the
working of the Company and its goals.
Ÿ External Competitiveness: The quantum and nature of the total offering to Directors and employees
determines how competitive the Company is in recruiting and retaining them. The appropriate mix of
guaranteed benefits and incentives further enhances the Company’s ability to motivate them in a
manner that will improve the Company’s competitiveness.
Ÿ The size and complexity of a position is determined through a valid job evaluation system and individual
performance is measured through the established and approved Performance Management System.
Ÿ Remuneration recognizes and rewards both high levels of competence and superior performance
through the use of incentive bonuses linked to performance.
Ÿ The Nomination and Remuneration Committee shall consider whether the Directors are eligible for
annual bonuses. If so, performance conditions should be relevant, stretching and designed to promote
the long term success of the Company. Upper limits should be set and disclosed.
Ÿ The said Committee shall consider whether the Directors are eligible for benefits under long-term
incentive schemes. Any new long-term incentive schemes which are proposed should be approved by
shareholders.
Ÿ Remuneration incentives should be compatible with risk policies and systems, if any.
Ÿ The above committee shall consider the consequences and associates costs to the Company if basic
salary increases and any other changes, whenever required.

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Performance Evaluation Criteria for Independent Directors : The performance evaluation criteria for
Independent Directors are determined by the Nomination and Remuneration Committee. The Committee
has formulated criteria and questionnaires to evaluate the performance of Board, its Committees and
Individual Directors including the Independent Directors. The performance evaluation criteria are determined
by the Committee taking into consideration the composition of the Board, role of the Directors and
Committees etc. An indicative list of factors that may be evaluated include level of engagement and
contribution by a director, independence of judgment, commitment, effective deployment of knowledge and
expertise, effective management of relationship with stakeholders, integrity and maintenance of
confidentiality.
Based on the feedback received on the questionnaires, the performance of every Director was evaluated.
Independent Directors at their separate meeting carried out evaluation on the performance of Non
Independent Directors and Board as a whole. Chairman’s evaluation was carried out by entire Board of
Directors including the Independent Directors.
Remuneration to Directors
Details of Remuneration, Sitting fees, Commission and professional fee paid to Directors during the financial
year 2021-22 are given below:
Sr. Name of Director Sitting Fees Annual Remuneration/ Professional Employee

No. (Rs. in Lakhs) Commission* fees Stock Option
(Rs. in Lakhs) (Rs. in Lakhs) Scheme (ESOP)
Executive Director
1 Mr. Vinay K Uchil - 56 - -
2 Mr. Venkatesh K Uchil - 56 - -
Non-Executive Director
3 Mr. Madan Pendse 1.35 - - -
4 Mr. Nikunj Mishra 0.95 - - -
5 Mr. Vikas Jaywant 1.35 - - -
6 Mr. Mohan Rao 0.95 - - -
7 Ms. Archana Venkata 0.95 - - -
Rajagopalan
Notes:
Pecuniary relationship or transactions with Non-Executive Directors:
Dr. Tanuja Pudhierkar, Non Executive Non Independent Director of the Company is related to Mr, Vinay Uchil
and Mr. Venkatesh Uchil. However, there were no pecuniary relationship or transaction with Non Executive
Director during FY 2021-22.
Guaranteed Portion of Remuneration:
Executive Directors and employees are receiving guaranteed portion of their total package on a monthly
basis. The total package includes in it guaranteed benefits such as employer’s contribution to retirement
funds i.e. provident fund and/or pension & gratuity and/or medical aid funds and/or group life insurance fund
contribution etc. as applicable.
Variable Portion of Remuneration:
Incentive bonus to reward employees for exceptional performance above the accepted standard and is
variable. These rewards are based on individual, departmental or Company’ performance relative to
predefined targets. Performance is measured over a 12 months period. Vehicle allowance and telephone
expenses are flexible remuneration options available to the employees.

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Remuneration of Executive Directors:

For deciding remuneration of the Executive Directors, the Committee considers the performance of the
Company, the current trends in the industry, their experience, past performance and other relevant factors.
The Committee regularly keep track of the market funds in terms of compensation levels and practices in
relevant industries.
The Company may pay remuneration by way of salary, remuneration and/or commission (variable
components) to its Executive Directors. Annual increments may be decided by the Committee within salary
scale approved by the members.
Remuneration of Non-Executive Directors:
The Non-Executive Directors are paid remuneration by way of sitting fees. The Company pays a sitting fee
per meeting of the Board and the Committee (as may be decided from time to time) to the Non-Executive
Directors for attending the meetings within the limit prescribed under the Act.
An Independent Director may receive remuneration by way fees provided under sub-section (5) of Section
197 of the Act, reimbursement of expenses for participation in the Board and other meetings and profit related
commission as may be approved by the members of the Company. The terms & conditions of appointment of
Independent Directors are also available on the website of the Company at:
https://www.marineelectricals.com/images/policies/Criteria-for-making-payment-to-Non-Executive-
Directors.pdf
iii) Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee is constituted pursuant to Section 178 of the Companies Act,
2013 and Regulation 20 of SEBI Listing Regulations (LODR).
Composition:
Mr. Madan Pendse (Non-Executive Independent Director) - Chairman
Mr. Mohan Rao (Non-Executive Independent Director) - Member
Mr. Shailendra Shukla(Non-Executive Non-Independent Director) - Member
During the year under review, the Committee met 1 (One) time viz 7th June, 2021.
Name of the Committee Members along with their attendance during the financial year 2021-22 are
given below:
Mr. Madan Pendse 1 1

Mr. Mohan Rao 1 1

Mr. Shailendra Shukla 1 1

(Non-Executive Non-Independent Director)
Designation & address of Compliance Officer
Ms. Mitali Ambre, Company Secretary of the Company, located at B/1, Udyog Sadan No.3, MIDC, Andheri
(E), Mumbai - 400093 has been designated as Compliance Officer (E-mail ID: [email protected]) for
complying with the requirements of SEBI Regulations and the Listing Agreements with the Stock Exchanges.
The “SCORES” website of SEBI for redressing of Grievances of the Investors is being visited at regular
intervals by the Company Secretary and there are no pending complaints registered with SCORES for the
financial year ended on 31st March, 2022.

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Terms of Reference:
Ÿ The Committee looks into the various aspect of interest of investors such as transfer of shares, non-
receipt of declared dividend/notices/ annual reports, etc.
Ÿ Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividend, issue of
new/duplicate certificates, general meeting etc.
Ÿ Review of measures taken for effective exercise of voting rights by shareholders.
Ÿ Review of adherence to the service standards adopted by the listed entity in respect of various services
being rendered by the Registrar & share Transfer Agent.
Ÿ Review of the various measures and initiative taken by the listed entity for reducing the quantum of
unclaimed dividend and ensuring timely receipt of dividend warrant/annual report/statutory notices by
the shareholders of the Company.
Details of Investor Complaints:
Number of Complaints from 01.04.2021 to 31.03.2022

Complaints as on 01.04.2021 Received during the FY Redressed during the FY Pending as on 31.03.2022
Nil 0 0 Nil
iv) Corporate Social Responsibility (CSR) Committee

The Company has constituted a CSR Committee as required under Section 135 of the Companies Act, 2013.
The Company has developed a CSR Policy which is available on the website of the Company at
https://www.marineelectricals.com/images/policies/Corporate-Social-Responsibility-Policy-CSR.pdf
Composition:
Mr. Vinay Uchil (Chairman and Executive Director) - Chairman
Dr. Tanuja Pudhierkar (Non-Executive Non-Independent Director) - Member
Mr. Vikas Jaywant (Non-Executive Independent Director) - Member
Mr. Nikunj Mishra (Non-Executive Independent Director) - Member
During the year under review, the Committee met 1 (One) time viz; 7th June, 2021.
given below:

Mr. Vinay Uchil 1 1

(Chairman and Executive Director)
Dr. Tanuja Pudhierkar 1 1

(Non-Executive Non-Independent Director)
Mr. Vikas Jaywant 1 1

Mr. Nikunj Mishra 1 1

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Terms of Reference:
Ÿ To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate
the activities to be undertaken by the company in areas or subject, specified in Schedule VII;
Ÿ To recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and
Ÿ To monitor the Corporate Social Responsibility Policy of the company from time to time.
Ÿ To formulate and recommend to the Board, an annual action plan in pursuance of its CSR policy, which
shall include the following, namely:-
Ÿ (i) the list of CSR projects or programmes that are approved to be undertaken in areas or subjects
specified in Schedule VII of the Companies Act, 2013;
Ÿ (ii) the manner of execution of such projects or programmes as specified in subrule (1) of rule 4 of the
Companies (CSR) Rules, 2014;
Ÿ (iii) the modalities of utilisation of funds and implementation schedules for the projects or programmes;
Ÿ Monitoring and reporting mechanism for the projects or programmes; and details of need and impact
assessment, if any, for the projects undertaken by the company.
Ÿ The Board of every company shall –(a) After taking into account the recommendations made by the
Corporate Social Responsibility Committee, approve the CSR Policy for the company and disclose
contents of such Policy in its report and also place it on the company’s website, if any.(b) Ensure that the
activities as are included in the CSR Policy of the company are undertaken by the company.The Board
shall ensure that the CSR activities are undertaken by the company itself or through eligible entities.
v) Risk Management Committee
Pursuant to the SEBI (LODR) (2ND Amendment) Regulations, 2021, Regulation 21 and Part D of Schedule II.
of the SEBI (LODR) Regulations, 2015 , the Company has constituted Risk Management Committee.
The Committee shall comprise of Board members to identify various risks that the Company is exposing to and
frame, implement and monitor the risk management plan for the Company.
The objective of the Risk Management policy is to ensure that the Board, its Audit Committee and its executive
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 or
strategy.
The Risk Management Policy of the Company is available on
https://www.marineelectricals.com/images/policies/Risk-Management-Policy-under-New-Companies-
Act-GIL.pdf
Composition:
Mr. Vinay Uchil (Chairman and Executive Director) - Chairman
Ms. Archana Venkata Rajagopalan (Non-Executive Independent Director) - Member
Ms. Namita Sethia (Chief Financial Officer) - Member
During the year under review, the Committee met 2(Two) times viz; 12th August, 2021 & 1st Feb, 2022.
given below:

Mr. Vinay Uchil 2 2

( Chairman and Executive Director)
Ms. Archana Venkata Rajagopalan 2 2

Mr. Namita Sethia 2 2

(Chief Financial Officer)
*The Risk Management Committee was formed on 7th June, 2021

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Terms of Reference:
(1) To formulate a detailed risk management policy which shall include:
a. A framework for identification of internal and external risks specifically faced by the listed entity, in
particular including financial, operational, sectoral, sustainability (particularly, ESG related risks),
information, cyber security risks or any other risk as may be determined by the Committee.
b. Measures for risk mitigation including systems and processes for internal control of identified risks.
c. Business continuity plan.
(2) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate
risks associated with the business of the Company;
(3) To monitor and oversee implementation of the risk management policy, including evaluating the
adequacy of risk management systems;
(4) To periodically review the risk management policy, at least once in two years, including by considering
the changing industry dynamics and evolving complexity;
(5) To keep the board of directors informed about the nature and content of its discussions,
recommendations and actions to be taken;
(6) The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to
review by the Risk Management Committee.
The Risk Management Committee shall coordinate its activities with other committees, in instances
where there is any overlap with activities of such committees, as per the framework laid down by the
board of directors.
vi. Other Committees
Apart from the above statutory committees, the Board of Directors has constituted the following Committee to
raise the level of governance and also to meet the specific business needs.
General Purpose Committee (GPC): The Board of Directors had formed General Purpose Committee by
passing board resolution at its meeting held on 12th March, 2020 where by they delegated the power to carry
out routine day to day operations matters including bidding for tenders, Opening and closure of Bank
accounts, Approval for laisoning with various Government departments, attending hearings, submitting
affidavits on behalf of the Company,etc to GPC committee. Further the Board of Directors by passing Board
resolution in its meeting held on 7th May, 2020 delegated the powers mentioned in clause (d) to (f) of Section
179(3) of the Companies Act, 2013 to the General purpose Committee within the overall limits approved by
the shareholders for the said purpose.
Composition:
Mr. Vinay Uchil (Chairman and Executive Director) - Member
Mr. Venkatesh Uchil (Managing Director) - Member
During the year under review, the Committee met 10 (Ten) times viz; 28th June, 2021, 3rd August, 2021,
13th August, 2021, 01st December, 2021, 10th December, 2021, 27th December, 2021, 01st February, 2022,
21st February, 2022, 11th March, 2022, 15th March 2022.
given below:

Mr. Vinay Uchil 10 10

( Chairman and Executive Director)
Ms. Venkatesh Uchil 10 10

(Managing Director)

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Terms of Reference:
1. Bidding for tenders for any projects relating to business of the Company and finalizing the terms and
conditions of the said tenders & executing any documents severally by either the Chairman or the
Member of the Committee being Mr Vinay Uchil or Mr Venkatesh Uchil, respectively, as may be required
to qualify, bid and get the contract awarded to the Company.
2. Opening and closure of Bank accounts of the Company, finalizing the terms and conditions of the same,
and other such documents as may be required for executing severally by either the Chairman or the
Member of the Committee being Mr Vinay Uchil or Mr Venkatesh Uchil, respectively.
3. Approval for affixing the Digital Signature of either the Chairman or the Managing Director on the bid
documents or any other incidental document.
4. Approval for laisoning with various Government departments, attending hearings, reply to show cause
notice like GST, Income Tax, RBI, Stock Exchange, Ministry of Corporate Affairs (MCA) etc. and others
with respect to various issues and issuing Letter of Authorisation to Employees of the Company for the
same.
5. Routine Day today operations matters
6. The powers mentioned in clause (d) to (f) of Section 179(3) of the Companies Act, 2013 delegated to the
General purpose Committee within the overall limits approved by the shareholders for the said purpose
which include:
(d) to borrow monies;
(e) to invest the funds of the company;
(f) to grant loans or give guarantee or provide security in respect of loans
IV. General Body Meetings
(i) Annual General Meetings (AGM):
Location, date and time of the Annual General Meeting held during the last 3 years.
Financial Date Time Location Special Resolutions Passed
Year
14ᵗʰ AGM 28ᵗʰ 11:30 am Through Video 1. To Re- Appoint Mr. Vinay Uchil (DIN
2020-21 September conferencing 01276871) as Chairman and Executive
2021 Director and fixation of remuneration.
2. To Re-Appoint Mr. Venkatesh Uchil (DIN:
01282671) as Managing Director and fixation
of Remuneration.
13ᵗʰ AGM 28ᵗʰ 11:30 am Through Video None
2019-20 September conferencing
2020
12ᵗʰ AGM 16ᵗʰ 11:30 am Physical - Venue 1. Approval Of Loan, Investments, Guarantee
2018-19 September B/1, Udyog Sadan or Security Under Section 185 of The
2019 No.3, Midc, Andheri (E), Companies Act, 2013
Mumbai Mh - 400093 2. To approve continuation of payment of
remuneration to Executive Directors who
are Promoters in excess of threshold limits
as per SEBI (LODR) (Amendment)
Regulations, 2018.
There were no special resolutions passed through Postal Ballot during FY 2021-22. Accordingly,
details relating to postal ballot are not applicable.
88
All resolutions moved at the last years’ AGM, were passed by means of electronic voting, by the requisite
majority of members.
ii) Means Of Communication
The Company recognizes communication as a key element to the overall Corporate Governance
framework, and therefore emphasizes on prompt, continuous, efficient and relevant communication to
all external constituencies.
Financial Results: The Quarterly, Half Yearly and Annual Results are regularly submitted to the
National Stock Exchange of India Limited (NSE) as well as uploaded on the Company’s website and are
published in newspapers, namely the Free Press Journal (English) & Navshakti (in marathi).
Additionally, the results and other important information are also periodically updated on the Company’s
website https://www.marineelectricals.com/ in the “Investors” section.
Investors / Analyst Meets: The Company hosts calls or meetings with institutional investors on request.
Post the quarterly /yearly results, an analyst meet / call is organized depending on the availability of the
management which provides a platform for the Management to answer questions and provide
clarifications to investors and analysts. The Company continues to interact with all types of funds and
investors in order to have a diversified shareholder base both in terms of geographical location and
investment horizon. Financial Results, Statutory Notices, Press Releases and Presentations made to
the institutional investors/ analysts after the declaration of the quarterly, half-yearly and annual results
are submitted to NSE as well as uploaded on the Company’s website on a regular basis. The Company
also issues press releases from time to time.
Website: The Company’s website is a comprehensive reference on its leadership, management, vision,
policies, corporate governance, sustainability and investor relations. The Members can access the
details of the Board, the Committees, Policies, Board committee Charters, financial information,
statutory filings, Shareholding information, details of unclaimed dividend and shares transferred / liable
to be transferred to IEPF, frequently asked questions, etc. In addition, various downloadable forms
required to be executed by the shareholders have also been provided on the website of the Company at
https://www.marineelectricals.com/
Annual Report: The information regarding the performance of the Company is shared with the
shareholders vide the Annual Report. The Annual Reports for FY 2021-22 are being sent in electronic
mode, to all members who have registered their email ids for the purpose of receiving documents /
communication in electronic mode with the Company and / or Depository Participants. The Annual
Reports are also available in the “Investors” section on the Company’s website
https://www.marineelectricals.com/annual-report.html
Electronic Communication: The Company had during FY 2021-22 sent various communications
including Annual Reports, by email to those shareholders whose email addresses were registered with
the Company / Depositories. In support of the ‘Green Initiative’ the Company encourages Members to
register their email address with their Depository Participant or the Company, to receive soft copies of
the Annual Report, Notices and other information disseminated by the Company, on a real-time basis
without any delay.
Scores: A centralised web based complaints redress system ‘Scores’ which serves as a centralised
database of all complaints received, enables uploading of Action Taken Reports by the concerned
companies and online viewing by the investors of actions taken on complaint and its current status.
Green Initiative: All agenda papers for the Board and Committee Meetings are disseminated
electronically on a real-time basis, by uploading them on a secured online application.

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V) General Shareholder Information

1. 15th Annual General Meeting
Day & Date : Monday, 19th September , 2022
Time : 11:30 am
Venue : In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs and
SEBI vide its relevant circulars, has permitted the holding of the Annual General
Meeting through video-conferencing / other audio visual means (‘VC / OAVM’),
without the physical presence of the Members at a common venue. In compliance
with the provisions of the Act, MCA Circulars and SEBI Circulars, the AGM of the
Company is being held through VC / OAVM. For details please refer to the Notice of
AGM.
As required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial
Standards 2 on General Meetings, details of Director seeking appointment / re-
appointment at this AGM are given in the Annexure to the Notice of the forthcoming
AGM.
2. Financial Calendar (Tentative)
The Company follows the financial year from 1st April to 31st March. The Financial Year was from
April 01, 2021to March 31, 2022.
Results for the Quarter ending (Tentative):
June 30, 2022 on or before 14th August, 2022
September 30, 2022 on or before 14th November, 2022
December 31, 2022 on or before 14th February, 2023
March 31, 2023 on or before 30th May, 2023
Date of Book Closure: Tuesday, 13th September 2022 to Monday, 19th September 2022
3. Dividend:
No Dividend has been recommended for the financial year ended 31st March, 2022.
4. Unclaimed Dividends
As on 31st March, 2022, the company has Rs. 91,674.40/- amount as unpaid / unclaimed
5. Listing of Equity Shares on the Stock Exchange
National Stock Exchange of India Limited
Exchange Plaza, Bandra- Kurla Complex,
Bandra (East), Mumbai - 400 051
6. Listing Fees as applicable have been paid.
7. Stock code/Symbol
(a) Stock Exchange Stock Code

National Stock Exchange of India Ltd. MARINE
(b) Demat ISIN Number in NSDL & CDSL for Equity Shares INE01JE01028

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8. Stock Market Data:

Month National Stock Exchange (NSE)
High (Rs.) Low (Rs.) Total number of shares traded
April-2021 75.95 54.25 6463869
May-2021 88.9 73.4 8420666
June-2021 90.7 59.95 32207852
July-2021 63.6 46.35 40568731
Aug -2021 55.1 36 31647762
Sep-2021 42.8 35 26211064
Oct-2021 38.4 29.15 24485742
Nov -2021 35.1 27.65 23597070
Dec-2021 45.7 24.65 74349496
Jan-2022 42.8 33.25 7665130
Feb -2022 40.3 28.9 3818289
Mar -2022 34.25 29.05 3660027
9. Performance of Marine Electricals (India) Limited share price

NIFTY 50 High MEIL High
16000 250
14000
200
12000
10000 150
8000
6000 100
4000
50
2000
0 0
20-Apr 20-May 20-Jun 20-Jul 20-Aug 20-Sept 20-Oct 20-Nov 20-Dec 21-Jan 21-Feb 21-Mar
10. Registrar and Transfer Agents:

Shareholders correspondence should be addressed to the Registrar and Transfer Agents of the
Company at the following Address:
Andheri (East) Mumbai – 400093
Website: www.bigshareonline.com
Tel No: 022-62638200/022-62638295
11. Share Transfer System:
In accordance with SEBI vide its circular no. SEBI/HO/MIRSD/RTAMB/CIR/P/2020/166 dated 7th
September 2020 all share transfers needs to be carried out in the dematerialised form with effect from
1st April 2021 compulsorily. Hence no transfer of shares in physical form is allowed.
Further, in compliance with SEBI vide its circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated
25th January 2022, the following requests received by the Company from the shareholders holding shares
in physical form will be processed and the shares will be issued in dematerialization form only:

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i. Issue of duplicate share certificate

ii. Claim from unclaimed suspense account
iii. Renewal/Exchange of securities certificate
iv. Endorsement
v. Sub-division / splitting of securities certificate
vi. Consolidation of securities certificates/folios
vii. Transmission
viii. Transposition
For this purpose, the securities holder/claimant shall submit a duly filled-up Form ISR-4 which is hosted
on the website of the company as well as on the website of RTA.
Members holding shares in physical form are requested to dematerialize their holdings at the
earliest.
Nomination facility for shareholding
SEBI vide it’s Circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated 3rd November,
2021, has made itmandatory for all shareholders holding shares in physical form to furnish nomination
details to the Company / RTA.
Shareholders can register their nomination details in Form SH-13 or they can choose to give declaration
to opt out of Nomination by filing Form ISR-3.
In case the shareholder holding shares in physical form wishes to change the nominee or cancel the
nomination then Form SH-14 needs to be filled.
The aforementioned forms are available on the website of the Company as well as the Registrar and
Transfer Agent and which shall be furnished in hard copy form or through electronic mode with e-
signature to the company / Registrar and Transfer Agent.
Permanent Account Number (PAN) and KYC details
SEBI vide it’s Circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated 3rd November,
2021, has made it mandatory for all holders of physical securities to furnish the following documents /
details to the Registrar and Transfer Agent:
a) PAN
b) Contact details, Postal address with PIN, Mobile number, E-mail address
c) Bank account details (bank name and branch, bank account number, IFS code)
d) Specimen signature
For furnishing the above mentioned details, shareholder shall send the hard copy of Form ISR-1
and/or ISR-2, available on the website of the company as well as on the website of Registrar and
Transfer Agent
12. Distribution of Shareholding as on March 31, 2022
Range No. of shareholders % of total shareholders No. of Shares held % of Shareholding

1 to 500 57,109 83.6260 73,34,656 5.9794
501 to 1000 5,664 8.2939 45,06,208 3.6736
1001 to 2000 2,973 4.3534 44,64,470 3.6396
2001 to 3000 1,004 1.4702 25,39,832 2.0705
3001 to 4000 441 0.6458 15,85,662 1.2927
4001 to 5000 366 0.5359 17,36,793 1.4159

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Range No. of shareholders % of total shareholders No. of Shares held % of Shareholding

5001 to 10000 460 0.6736 33,79,753 2.7553
10001 and above 274 0.4012 9,71,17,876 79.1731
Total 68,291 12,26,65,250 100
13. Shareholding Pattern as on March 31, 2022
Category No. of shares held % of shareholding

Promoter Holding
Total promoter & promoter group holdings 9,01,89,250 73.53
Non Promoter Holding
Institutions
Foreign Portfolio Investor - -
Financial Institutions / Banks - -
Mutual Funds - -
Alternate Investment Funds
Central/State Government
Central Government - -
Non-Institutions
Foreign Bodies Cooperates - -
Other Bodies Corporate 5,53,310 0.45
Public 3,04,43,224 24.82
Non Resident Indians 6,92,457 0.56
Clearing Member 2,57,765 0.21
HUF 5,29,244 0.43
Grand Total 12,26,65,250 100
14. Dematerialization of shares and liquidity

As of March 31, 2022, 122661250 shares representing 99.99% of the paid up equity capital of the
Company have been dematerialized with the following depositories:
Description ISIN No. Depositories

Fully Paid INE01JE01028 National Securities Depository Ltd.(NSDL) Trade World, A Wing, 4th
Floor, Kamala Mills Compound , Lower Parel, Mumbai - 400 013
Central Depository Services (India) Ltd.(CDSL) Marathon Futurex,
25th Floor, NM Joshi Marg, Lower Parel (East), Mumbai- 400 013
The equity shares of the Company are regularly traded on NSE.

15. Outstanding GDRs/ADRs/Warrants or any convertible Instruments
As on date the Company has not issued these types of securities

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16. Commodity price risk or foreign exchange risk and hedging activities
The Company does not deal in commodities and hence the disclosure pursuant to SEBI (LODR)
Regulations are not applicable.
For a detailed discussion on foreign exchange risk and hedging activities with regard to Company’s
revenue in foreign currency, please refer to the Annexure E of the Annual Report.
17. Reconciliation of Share Capital Audit Report
A qualified Practicing Company Secretary carries out Secretarial Audit to reconcile the total admitted
capital with National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) and the total issued and listed equity share capital. The audit confirms that the issued/
paid up capital is in agreement with the total umber of dematerialized shares held with NSDL and CDSL.
18. Registered Office & Plant Location
B/1, Udyog Sadan No.3, MIDC, Andheri (E), Mumbai - 400093
Goa Plant
Plot No. 17,18, N-51, N-52,N-54, N-55,N-56,N-57,N-59,N-60 Verna Industrial Estate, Goa
19. Address for correspondence
Shareholders should address correspondence to the Company’s Registrars and Transfer Agents at the
address mentioned below. Shareholders could also contact the Registered Office of the Company at the
address mentioned below.
Registrar & Transfer Agents:
Andheri (East) Mumbai – 400093
Website: www.bigshareonline.com
Tel No: 022-62638200/022-62638295
Registered Office:
Address:B/1, Udyog Sadan No.3,
MIDC, Andheri (E), Mumbai - 400093
Tel No:02240334300
Web: www.marineelectricals.com
20. Credit Rating
During the year under review the Company has obtain credit rating on 24th January, 2022.
Sr. No Total Bank Loan Facilities Rating

1 Long-term: Fund-based Cash Credit [ICRA]BBB(Stable); Upgraded from
[ICRA]BBB- (Stable)
2 Short-term: Fund-based EPC/EBD/PCFC [ICRA]A3+; Upgraded from [ICRA]A3
(Sublimit of Cash Credit)
3 Short-term: Non-fund based Bank Guarantee [ICRA]A3+; Upgraded from [ICRA]A3
(Sublimit of Cash Credit)
4 Long-term: Fund-based Term Loans [ICRA]BBB(Stable); Upgraded from
[ICRA]BBB-(Stable)
5 Short-term: Non-fund based Bank Guarantee [ICRA]A3+; Upgraded from [ICRA]A3

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Sr. No Total Bank Loan Facilities Rating

6 Short-term: Non-fund based Letter of Credit [ICRA]A3+; Upgraded from [ICRA]A3
(Sublimit of Bank Guarantee)
7 Short-term Unallocated [ICRA]A3+; Upgraded from [ICRA]A3
VI. Other Disclosures

(i) Related Party Transactions
The Company had not entered into any contract/ arrangement/ transaction with related parties which
could be considered material in nature. All Related Party Transactions are placed before the Audit
Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the
transactions which are of a foreseen and repetitive nature. Your Directors draw attention of the members
to note no. 44 & 43 in the standalone and consolidated financial statements respectively sets out related
party disclosures and they are not in conflict with the interest of the Company at large. The Company has
adopted a policy for Related Party Transactions which is available on the Company’s website at
https://www.marineelectricals.com/images/policies/Policy-on-Materiality-of-Related-Party-
Transaction-and-Dealing-with-Related-Parties.pdf
(ii) The Company has complied with the requisite regulations relating to capital markets. No Penalties/
strictures have been imposed on the Company by the Stock Exchange or SEBI or any other statutory
authority on any matter related to capital market during the last three years.
(iii) Vigil Mechanism/Whistle Blower Policy
The Company has adopted Whistle Blower Policy and has established the necessary vigil mechanism
for Directors and employees to report concerns about unethical behavior. No person has been denied
access to the Chairman of the Audit Committee. The said policy has been also put on the website of the
Company : https://www.marineelectricals.com/images/policies/Vigil-Mechanism-Policy.pdf
(iv) Details of Compliance with mandatory requirements and adoption of non- mandatory
requirements
The Company has complied with the applicable mandatory requirements of the SEBI Listing
Regulations (LODR). The Company has also adopted following non-mandatory requirements of SEBI
Listing Regulations (LODR).
Adoption of Non- Mandatory Requirements
i. As the quarterly and half yearly financial performance are published in the newspapers and are also
posted on the Company’s website, the same are not being sent to the shareholders.
ii. The Company’s financial statement for the financial year 2021- 22 does not contain any audit
qualification.
iii. The Internal Auditors reports to the Audit Committee of the Company. They participate in the
meetings of the Audit Committee of the Board of Directors of the Company and present their internal
audit observations to the Audit Committee.
(v) Disclosure of Accounting Treatment
The Company has followed the treatment laid down in the Indian Accounting Standards (Ind AS)
prescribed by the Institute of Chartered Accountants of India, in the preparation of financial statements.
No deviation is made in following the same.
(vi) Code of Conduct
The Code of Conduct has been put on the Company’s website. The members of the Board and Senior
Management personnel have affirmed the compliance with the Code applicable to them during the year
ended March 31, 2022. The Report contains declaration to this effect signed by Mr. Venkatesh Uchil
Managing Director of the Company.

95
(vii) Subsidiary Companies

The Company is having total 4 (Four) subsidiaries including step down subsidiaries. The policy for
determining Material Subsidiaries of the Company is available on the website of the Company i.e.
https://www.marineelectricals.com/images/policies/Policy-on-Material-Subsidiaries.pdf. The Company
does not have any associate company & joint venture. All requirements with regard to subsidiary
company have been complied with.
(viii) Material Subsidiary policy
The Company has framed policy for determining “Material subsidiaries” to ensure that Board of Directors
has overall supervision of functioning of subsidiaries of the Company and to provide the governance
framework for such subsidiaries, pursuant to SEBI Listing Regulations and amendments thereto. The
policy is available on the website of the Company at
https://www.marineelectricals.com/images/policies/Policy-on-Material-Subsidiaries.pdf
(ix) Certificate from practicing Company Secretary’s
Certificate from practicing Company Secretary’s under Regulation 34(3) of SEBI Listing Regulations
JNG & Co. Practicing Company Secretaries, Mumbai have verified the compliance of the Corporate
Governance norms by the Company. Certificate issued by them in this regard is annexed hereto. The
Company has also availed a certificate from them that none of the Directors on the Board of the
Company have been debarred or disqualified from being appointed or continuing as Directors of the
Company by SEBI/ Ministry of Corporate Affairs or any other Statutory Authority. The said Certificate is
also annexed to the report.
(x) CEO/CFO Certificate: The Managing Director (MD) & Chief Financial Officer (CFO) have issued
Certificate as specified under Regulation 17(8) of SEBI (LODR) 2015 for the financial year ended 31 st
March, 2022
(xi) Where the Board had not accepted recommendation(s) of any Committee
During the year under review, all the recommendations made by all the Committees, which are
mandatorily required, have been duly accepted by the Board of Directors.
(xii) Details of total fees paid to Statutory Auditors
Details of total fees paid to the Statutory Auditor relating to all services availed by the Company and its
subsidiaries, on consolidated basis, are given in Note 39 to the Standalone Financial Statements and
Note 39 to the Consolidated Financial Statements.
(xiii) Prevention of Sexual Harassment at Workplace Policy :
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 is available on the website of the Company at:
https://www.marineelectricals.com/images/policies/Sexual-Harrassment-Policy.pdf
Details of Complaints
Number of complaints filed Number of complaints disposed Number of complaints pending
during the financial year of during the financial year as on end of the financial year
0 0 0
(xiv) Foreign Exchange Risk

The Company is having adequate risk assessment and minimization system in place. The Company has
foreign exchange risk as it deals in foreign currencies by importing and exporting of goods
(xv) Dividend Distribution Policy
Pursuant to the SEBI (LODR) (2nd Amendment) Regulations, 2021, The Company has adopted Dividend
Distribution Policy. The Policy is available at:
https://www.marineelectricals.com/images/policies/Dividend-Distribution-Policy.pdf

96
VII. Non-compliance of any requirement of corporate governance report of sub-paras (2) to (10) above,
with reasons thereof shall be disclosed.:
Company has complied with all the provisions of the Act, Rules, Regulations, Guidelines, Standards during
the financial year 2021-22 .The National Stock Exchange of India Limited (NSE) had imposed a fine of Rs.
1,77,000/- (including GST of Rs. 27,000/-) vide Ref: NSE/LIST-SOP/COMB/FINES/0814 dated: 15th
February, 2021 and Rs. 3,12,700/- (including GST of Rs. 47,700/-). vide Ref. NSE/LIST-
SOP/COMB/FINES/0815 dated: 17th May, 2021 with respect to non-compliance with Regulation 17 (1) of
SEBI (LODR) Regulations, 2015 for the period starting from 02nd December, 2020 to 31st December, 2020 and
01st January, 2021 to 22nd February, 2021 respectively. In response to the notices, the company had appointed
Mrs. Archana Rajagopalan (DIN: 09077128) as Non-Executive Independent Woman Director and made a
total payment of Rs. 4,89,700/- (including GST of Rs. 74700 ) to the NSE as per the said notices.
VIII. DISCRETIONARY REQUIREMENTS UNDER REGULATION 27 OF LODR
The status of compliance with discretionary recommendations of Regulation 27 of the LODR with the Stock
Exchange is provided below:
a) Shareholders Rights :
The quarterly / half yearly results are not sent to the shareholders. However, the same are published in
the newspapers and are also posted on the Company’s website.
b) The Board of Directors :
The present Chairman is an Executive Director. All Independent Directors significantly contribute to the
deliberations of the Board and provide valuable inputs in directing the operation of the Company. The
Board carefully evaluates the qualifications and experience of every Independent Director at the time of
the appointment, and also involves the Independent Directors in various Business Committees, to
enable them to contribute to the Company.
c) Audit qualifications :
During the year under review, there is no audit qualification on the Company’s financial statements. The
Company continues to adopt best practices, and has ensured a track record of unqualified financial
statements.
d) Reporting of Internal Auditor :
The Internal Auditor reports directly to the Audit Committee.
e) Code for Prohibition of Insider Trading :
Pursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations,2015, as amended,
the Company has adopted a “Code of Conduct for Prevention of Insider Trading”. The said Code of
Conduct has been revised in accordance with the amended Securities and Exchange Board of India
(Insider Trading) Regulations, 2015. The Company Secretary is the “Compliance Officer”. The Code of
Conduct is applicable to all Directors and designated persons as defined in the Code of Conduct.The
status of compliance with discretionary recommendations of Regulation 27 of the LODR with the Stock
Exchange is provided below:
IX. Disclosures with respect to Demat Suspense Account/ Unclaimed Suspense Account
The Company does not have any unclaimed shares and hence the disclosure pursuant to SEBI (LODR)
Regulations are not applicable.
Sd/- Sd/-
DIN: 01276871 DIN: 01282671

Place: Mumbai

97
ANNEXURE TO CORPORATE GOVERNANCE REPORT
To
The Shareholders,
Affirmation of Compliance with Code of Conduct
In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, I hereby declare
that the Board of Directors of the Company has received affirmation on compliance with the Code of Conduct from all
the Directors and the Senior Management Personnel of the Company, as applicable to them, for the financial year
ended 31st March, 2022.
For Marine Electricals (India) Limited

Sd/-
Venkatesh Uchil
Managing Director
DIN:- 01282671
Place: Mumbai

98
CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE
To,
The Members of
I have examined the compliance of conditions of corporate governance by Marine Electricals (India) Limited (“the
Company”), for the year ended 31st March, 2022, as specified for the listed companies under Regulations 17 to 27,
clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Schedule V of Chapter IV of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Regulations”).
The Company’s management also takes full responsibility of the Compliance of the conditions of Corporate
Governance stipulated in the Regulations.
My examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the
compliance of conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
In my opinion, and to the best of my information and according to the explanations given to me, I certify that the
Company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27, clauses (b)
to (i) of sub-regulation (2) of Regulation 46 and Schedule V of Chapter IV of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
This certificate is issued solely for the purposes of complying with the aforesaid Regulations and may not be suitable for
any other purpose.
For JNG & Co.,
Jigarkumar Gandhi
FCS: 7569
C.P. No.: 8108
Peer Review No: 1972/2022
UDIN: F007569D00826266
nd
Date : 22 August, 2022
Place: Mumbai

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BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
Marine Electricals (India) Limited (“Company”) believes that responsible business conduct is based on the principle of
business being accountable towards its stakeholders in its drive for sustainable development in the arena of
environmental protection, workplace safety, social responsibility and governance. With this intent, Company has
adopted Quality, Environment, Occupational, Health and Safety Policy and Sustainability policy, in accordance with the
Global Standards and Reporting Initiative’s framework, with the object to incorporate ethical, environmental and social
considerations into business activities thereby mitigating material risks, exploring areas of opportunity and improving
overall performance. More details are included in Management Discussion & Analysis (MDA) Report forming part of
Annual Report.
Company’s Business Responsibility Report 2021-22 follows the National Guidelines on Responsible Business
Conduct (NGRBC) as formulated by Ministry of Corporate Affairs (MCA) and includes Company’sresponses to
questions on our practices and performance on key principles defined by Regulation 34(2)(f) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015 (“Listing Regulations”), covering topics across
environment, governance, social responsibility and stakeholder relationships. This Business Responsibility Report is a
testament to our accountability towards creating enduring value for all stakeholders in a responsible manner. In line with
Listing Regulations and MCA NGRBC, the report summarizes our efforts to conduct business with responsibility.
SECTION A: GENERAL INFORMATION OF THE COMPANY
1 Corporate Identity Number (CIN) of L31907MH2007PLC176443

the Company
2 Name of the Company Marine Electricals (India) Limited
3 Registered Address B/1, Udyog Sadan No. 3, MIDC, Andheri (East),
Mumbai - 400093
4 Website www.marineelectricals.com
5 E-mail id [email protected]
6 Financial year reported 1st April, 2021 to 31st March, 2022
7 Sector(s) that the Company is engaged in Manufacture of control panels - 2710
(industrial activity code-wise) As per National
Industrial Classification Ministry of Statistics and
Programme Implementation
8 List three key products/services that the Company LT Panels
manufactures/provides (as in balance sheet) MV Panels
Service - Automation
9 Total number of locations where business activity
is undertaken by the Company
a) Number of International Locations (Provide UAE, Italy, Sri Lanka, Ghana, Bangladesh,
details of major 5) Singapore
b) Number of National Locations The Company has its manufacturing Unit and
corporate office located at Andheri (East), Mumbai,
Maharashtra.
It has service centre offices at Goa, Pune,
Vishakhapatnam, Delhi, Kochi, Paradeep, Kolkata,
Chennai, Port Blair.
10 Markets served by the Company Company serves customers in both national and
Local/State/National/ International international locations

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SECTION B: FINANCIAL DETAILS OF THE COMPANY

1 Paid up Capital 245330500
2 Total Turnover Standalone - 32,288.56 Lakhs
Consolidated - 37,632 Lakhs
3 Total profit after taxes (INR) Standalone - 1,246.64 Lakhs
Consolidated - 1,327.82 Lakhs
4 Total Spending on Corporate Social Responsibility During the year, an amount of Rs. 15.85/- lakhs was
(CSR) as percentage of profit after tax (%) spent on CSR activities. This represents more
2.15% of average net profit for three financial year
immediately preceding the financial year 2021-22.
5 List of activities in which expenditure in 4 above has Promoting Health & Medical Care & Covid-19 relief
been incurred activities, Promotion of Education and Contribution for
Social Cause. Please refer to Annexure F of the Board’s
Report in Integrated Annual Report 2021-22 and the
Company’s Annual CSR Report 2021-22 for detailed
community engagement strategy and key initiatives at
https://www.marineelectricals.com/images/csr-
activities.pdf
SECTION C: OTHER DETAILS

1 Does the Company have any Subsidiary Company Yes, the Company has 4 subsidiaries which includes 2
/Companies? Indian Subsidiaries and 2 Foreign subsidiaries as
mentioned below;
A. Indian Subsidiaries:
1. Eltech Engineers Madras Pvt Ltd
2. Evigo Charging Consultants Pvt Ltd
B. Foreign Subsidiaries:
1. MEL Powers FZC
2. STI SRL (step-down Subsidiary)
2 Do the Subsidiary Company/Companies participate in The Company encourages its subsidiaries to carry
the BR initiatives of the parent Company? If yes, then out Business Responsibility initiatives. The
indicate the number of such subsidiary company(s) subsidiary companies share several features of our
best practices in workplace sustainability
3 Do any other entity/entities (e.g. suppliers, distributors Less than 30%. The Company makes efforts to
etc.) that the Company does business with, participate encourage other entities such as its suppliers,
in the BR initiatives of the Company? If yes, then clients etc. to adhere to the Company’s BR policies
indicate the percentage of such entity/entities? [Less to the extent possible.
than 30%, 30-60%, More than 60%]
SECTION D : BR INFORMATION
1. Details of Director/Directors responsible for BR
a) Details of the Director\Directors responsible for implementation of the BR policy/policies
Mr. Vinay Uchil, Chairman & Executive Director and Mr. Venkatesh Uchil, Managing Director of the Company
are being authorized to carry out the BR policy/policies.
DIN: 01276871
Name: Mr. Vinay Krishna Uchil
Designation: Chairman & Executive Director
DIN: 01282671
Name: Mr. Venkatesh Uchil
Designation: Managing Director

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b) Details of the BR head:

DIN: 01276871
Name: Mr. Vinay Krishna Uchil
Designation: Chairman & Executive Director
Telephone Number: 02240334300
E-mail ID: [email protected]
1. Principle-wise (as per NVGs) BR Policy/policies

The National Voluntary Guidelines (NVGs) on Social, Environmental and Economic Responsibilities of
Business released by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility.
These briefly are as under:
P1: Business should conduct and govern themselves with Ethics, Transparency and Accountability.
P2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their
life cycle.
P3: Businesses should promote the wellbeing of all employees.
P4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who
are disadvantaged, vulnerable and marginalized.
P5: Businesses should respect and promote human rights.
P6: Businesses should respect, protect and make efforts to restore the environment.
P7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner.
P8: Businesses should support inclusive growth and equitable development.
P9: Businesses should engage with and provide value to their customers and consumers in a responsible
manner.
A) Details of Compliance (Reply in Y/N)
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have a policy/policies for Y Y Y Y Y Y Y Y Y
2 Has the policy being formulated in Y Y Y Y Y Y Y Y Y

consultation with the relevant
stakeholders?
3 Does the policy conform to any national/ The policies are broadly based on the National Voluntary
international standards? If yes, specify? Guidelines on Social, Environmental and Economic
(50 words) Responsibilities of Business issued by the Ministry of Corporate
Affairs, Government of India.
4 Has the policy being approved by the Yes
Board? if yes, has it been signed by
MD/owner/CEO/ appropriate Board
Director
5 Does the Company have a specified Yes
committee of the Board/Director/ Official
to oversee the implantation of the policy?
6 Indicate the link for the policy to be viewed All the statutorily required policies are available in Public domain
online? at www.marineelectricals.com

102
Questions
7 Has the policy been formally communicated Yes, the policies have been communicated to key internal
to all relevant internal and external stakeholders. The Communication is an ongoing process to
stakeholders? cover all the key internal and external stakeholders
8 Does the Company have in-house Yes
structure to implement the policy/policies.
9 Does the Company have a grievance Yes, The Whistle Blower Policy lays down guidelines for
redressal mechanism related to the reporting of protected disclosures by employees, Directors &
policy/ policies to address stakeholders’ other stakeholders. An Investor grievance mechanism is in
grievances related to the policy/policies? place to respond to investor grievances. The customer
complaints mechanism records the grievances of customers on
product and service quality and other issues of interest to them.
The supplier, dealer and channel partner forums and ongoing
communication captures their concerns and grievances.
Stakeholder Relationship Committee review and address
stakeholder’s grievances.
10 H a s t h e C o m p a n y c a r r i e d o u t No. However, working of the policies is monitored by the
independent audit / evaluation of the functional heads. The Company is working on developing and
working of this policy by an internal or improving its system for evaluating the implementation of the
external agency? policies.
B. If the answer to the question at serial number 1 against any principle, is ‘No’, please explain why :
(Tick upto 2 options):
No Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 The Company has not understood the Principles
2 The Company is not at a stage where it finds

itself in a position to formulate and implement
the policies on specified principles
3 The Company does not have financial or Not Applicable

manpower resources available for the task
4 It is planned to be done within next 6 months
5 It is planned to be done within the next 1 year
6 Any other reason (please specify)
C) Governance related to BR:
1 Indicate the frequency with which the The Board reviews the performance annually
Board of Directors, Committee of the Board
or CEO to assess the BR performance of
the Company. Within 3 months, 3-6
months, annually, more than 1 year
2 Does the Company publish a BR or a The Company publishes BR report annually. It is available on
Sustainability Report? What is the hyperlink the website of the Company at www.marineelectricals.com/
for viewing this report? How frequently it is annual report.
published?

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SECTION E: PRINCIPLE-WISE PERFORMANCE

Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability
1 Does the policy relating to ethics, bribery and Good Corporate Governance is critical for business success and to
corruption cover only the Company? Yes/No. achieve this the Company has articulated business principles and
Does it extend to the Group/JointVentures/ adopted various policies which address ethics,transparency and
Suppliers/Contractors/NGOs/Others? accountability of employee and Director’s.
The Code of Conduct applies to the Directors and the Senior
Management and all employees of the Company.
Insider Trading Code is applicable to designated persons and their
relatives of the Company
Related Party Transaction Policy is framed intended to ensure the
proper approval and reporting of transactions between the
Company and its Related Parties at arm’slength.
A Whistle Blower Policy/Vigil Mechanism is also in place, which
provide opportunity to all stakeholders to report any concerns/
issues/incidents about unethical behaviour, actual or suspected
fraud or violation of the Code and Policies.
The Company’ Subsidiary has its own policies which are also
aligned with the policies of the Company
The Policies of the Company are accessible at
https://www.marineelectricals.com/
2 How many stakeholder complaints have been During the year the Company has not received any Complaints
received in the past financial year and what from the shareholders.
percentage was satisfactorily resolved by the
management? If so, provide details thereof, in
about 50 words or so.
Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability
throughout their life cycle
1) List up to 3 of your products or services All products manufactured by the Company are safe and
whose design has incorporated social or contribute to the sustainability throughout their lifecycle. To
environmental concerns, risks and/or name a few of them are LT Panels, MV Panels & Panel
opportunities. Automation service.
2) For each such product, provide the following All the material used in the manufacture of panels are
details in respect of resource used (energy, environment friendly. Also for the Painting process, we have an
water, raw material etc.) per unit of product effluent treatment plant to ensure that the chemicals are not
(optional): discharged into the environment, but the water is recycled and
used back in the process.
a) Reduction during sourcing/ production/ Not measureable at the company’s end as the actual benefit
distribution achieved since the previous year can only be measured at customer’s end in actual applications.
throughout the value chain? However, selection of equipment indicates better efficiency of
our products.
b) Reduction during usage by consumers Not measureable at Company’s end.
(energy, water) has been achieved since the
previous year?

104
3) Does the Company have procedures in Yes, procurement practices by the Company are focused on
place for sustainable sourcing (including protection of environment, and cost effective procurement
transportation)? seeking resource efficiency, improving the quality of products
a) If yes, what percentage of your inputs was and ultimately optimizing the cost.
sourced sustainably? Also provide details
thereof, in about 50 words or so.
3) Has the company taken any steps to procure The Company makes specific efforts to improve employability
goods and services from local & small of the local community. Further, it also ensures that it engages
producers, including communities small businesses around its plant in variety of productive
surrounding their place of work? employment. The Company’s long term association with the
a) If yes, what steps have been taken to small vendors/suppliers has helped such vendors to grow along
improve their capacity and capability of local with the Company
and small vendors?
4) Does the Company have a mechanism to Yes, the Company has in place a mechanism for recycling
recycle products and waste? If yes, what is products and waste. The waste generation of the Company is
the percentage of recycling of products and less than 5% and further 100% of the waste is being reused. The
waste (separately as <5%, 5-10%, >10%). Company recycles its waste as below:
Also, provide details thereof, in about 50 i) Plastics waste is recycled
words or so. ii) Empty raw material bags are reused for in-process packing,
reprocessed and reused.
iii) Water consumption is monitored
iv) Water from the process and waste is recycled and used back
into the process, toilets and garden.
Principle 3: Businesses should promote the well-being of all employees

1) Please indicate the Total number of employees. 407
2) Please indicate the Total number of employees 540
hired on temporary/ contractual/ casual basis
3) Please indicate the Number of permanent 78
women employees.
4) Please indicate the Number of permanent 0
employees with disabilities.
5) Do you have an employee association that is No
recognized by management.
6) What percentage of your permanent NA
employees is members of this recognized
employee association.
7) Please indicate the number of complaints During FY 2021-22, the Company has not received any
relating to child labour, forced labour, complaints relating to child labour, forced labour, involuntary
involuntary labour, sexual harassment in the labour, sexual harassment.
last financial year and pending as on the end of No. Category No. of complaints No. of complaints
the financial year filed during the pending as on end
financial year of the financial year
i) Child labour / Nil NA
Forced labour/
Involuntary labour
ii) Sexual harassment Nil NA
iii) Discriminatory Nil NA
employment

105
8) What percentage of your under mentioned 100% employees undergo the required safety trainings on an
employees were given safety & skill up ongoing basis.
gradation training in the last year?
a) Permanent Employees
b) Permanent Women Employees
c) Casual / Temporary /Contractual Employees
d) Employees with Disabilities
Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders,
especially those who are disadvantaged, vulnerable and marginalized.
1) Has the Company mapped its internal and Yes, The Company has identified its stakeholders and takes
external stakeholders? Yes/No. steps to engage with them through various formal and informal
processes. The major stakeholders have been identified and
classified as: Employees, Customers, Shareholders, investors,
depositors, communities, Business partners, Contractors,
Vendors, Government Bodies, Lenders, Insurance Companies,
Suppliers and Contact workers.
2) Out of the above, has the Company identified Yes, the Company ensures that all stakeholder concerns,
the disadvantaged, vulnerable & marginalized including the disadvantaged and vulnerable, are well
stakeholders. incorporated into the Company’s strategic thinking and
decision-making.The Company takes all practical steps to
ensure that all communications with stakeholders is clear,
transparent, timely and complete, and respects their right to be
informed, so that everyone can make decisions and act with full
knowledge. While the management has the accountability for
stakeholder, the Company believes that every employee in the
Company also has a responsibility towards ensuring
satisfactory stakeholder relationships.
3) Are there any special initiatives taken by the The Company made conscious efforts to engage with
company to engage with the disadvantaged, stakeholders, identify their needs/concerns and address them.
vulnerable and marginalized stakeholders. If
so, provide details thereof, in about 50 words
or so.
Principle 5: Businesses should respect and promote human rights
1) Does the policy of the Company on human Yes, The Company has identified its stakeholders and takes
rights cover only the company or extend to steps to engage with them through various formal and informal
the Group/ Joint Ventures / Suppliers / processes. The major stakeholders have been identified and
Contractors / NGOs / Others classified as: Employees, Customers, Shareholders, investors,
depositors, communities, Business partners, Contractors,
Vendors, Government Bodies, Lenders, Insurance Companies,
Suppliers and Contact workers.
2) How many stakeholder complaints have No complaint received with regard to human rights violation in
been received in the past financial year and the financial year 2021-22.
what percent was satisfactorily resolved by
the management.

106
Principle 6: Business should respect, protect, and make efforts to restore the environment.
1) Does the policy related to Principle 6 cover Yes. The Sustainability Policy and Quality, Environment,
only the company or extends to the Occupational, Health and Safety Policy relating to respecting,
Group/JointVentures/Suppliers/Contractors/ protecting and restoring the Environment covers the Company,
NGOs/others. its subsidiaries, associates, vendors contractors and patners.
2) Does the Company have strategies/ The Company has addressed environment and climate issues
initiatives to address global environmental with clear goals and targets.Following are the objectives of the
issues such as climatechange, global Company to address environment issues are:
warming, etc.? Y/N. If yes, please give • Efficient & optimum utilization of available resources
hyperlink for webpage etc. • Minimization of waste
• Maximization of waste materials’ utilization
3) Does the Company identify and assess Yes. The Company identifies and assesses potential
potential environmental risks? Y/N environmental risks periodically across its plant operations and
projects. Company has constantly been investing in latest and
best technology to reduce emissions as per Environment
norms.
4) Does the company have any project related The Company does not have any projects related to Clean
to Clean Development Mechanism? If so, Development Mechanism.
provide details thereof, in about 50 words or
so. Also, if yes, whether any environmental
compliance report is filed?
5) Has the company undertaken any other Green initiative in corporate governance: All manufacturing plants
initiatives on - clean technology, energy have focused strategy to work on energy conservation, maximizing
efficiency, renewable energy, etc. Y/N. If yes, use of renewable energy thereby reducing carbon emissions. The
please give hyperlink for web page etc. Company also focuses on operational circularity by maximizing
recycling of water to save the precious natural resource. The
Company also works diligently to reduce, reuse and recycle waste,
striving for zero waste to landfill and incineration.
Yes, the Company has taken various initiatives
1.For the packing of panels, we reduce the consumption of wood
by using only for mounting and not for entire panel packing.
2. All lights used in the unit are of LED for reduced power
consumption & better energy efficiency.
The Company fully supports the Ministry of Corporate Affairs’
initiative to minimize the use of paper for ‘all official
communication’. In line with this, the Company sends all notices
and documents, including the Annual Report, to shareholders
who have registered for the same, by e-mail. This has led to a
significant reduction in paper consumption annually.
6) Are the Emissions/Waste generated by the Yes. The emissions/waste generated by the Company is within
Company within the permissible limits given the permissible limits for the financial year 2021-22.
by CPCB/SPCB for the financial year being
reported?
7) Number of show cause/legal notices received There are no show cause/ legal notices received from
from CPCB/SPCB which are pending (i.e. not CPCB/GPCB which are pending as at end of the Financial Year
resolved to satisfaction) as on end of 2021-22.
Financial Year.

107
Principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a
responsible manner.
1) Is your Company a member of any trade and The Company is a member of Verna Industrial Estate
chamber or association? If Yes, Name only Association
those major ones that your business deals
with :
2) Have you advocated/lobbied through above The Company is active member in various industry bodies and
associations for the advancement or associations (either directly or through its subsidiary) and
improvement of public good? Yes/No; actively takes part in the discussion relating to policy
development and advocates policies which promotes social
If yes specify the broad areas (drop box:
and economic growth. The Company engages with industry
Governance and Administration, Economic
bodies and association to influence public and regulatory policy
Reforms, Inclusive Development Policies,
in a responsible manner.
Energy security, Water, Food Security,
Sustainable Business Principles, Others) Only the authorized representative of the company makes
interaction with these bodies with honesty and integrity and in
compliance with the applicable law.
Principle 8: Businesses should support inclusive growth and equitable development.
1) Does the Company have specified program / Yes. The Company has a CSR policy in place and it has carried
initiatives/projects in pursuit of the policy out activities majorly Educational/ Vocational Training, Health &
related to Principle 8? If yes details thereof. Medical Care and other sectors
2) Are the program/projects undertaken The Company’s CSR activities are carried out through
through in-house team/own foundation / implementing agencies
external NGO / government structures/any
other organization
3) Have you done any impact assessment of The Company will carry out impact assessment at later stage.
your initiative?
4) What is your Company’s direct contribution The Company has spent 15.85 Lakhs during the financial year
to community development projects. Amount 2021-22 in Health care, Covid-19 Relief Activities, Education &
in INR and the details of the project other sectors. For more details kindly refer the Report on CSR
undertaken activities forming part of Annual Report as Annexure F
5) Have you taken steps to ensure that this Yes. The Company adopted a collaborative and participatory
community development initiative is approach with communities/ beneficiaries in conceiving and
successfully adopted by the community? deploying CSR projects. The Company has contributed its
funds to institutions furthering the benefit to the needy section of
Please explain in 50 words or so.
the society and the same has been acknowledged by them.
During the financial year 2021- 22, the Company has taken
initiatives for providing Covid -19 relief by donating to
Quarantine Centre at Calangute Goa, through agency further
the Company has also made donation to project Abhilasha (a
pre-vocational center for People with Developmental
Disabilities) & Sponsored Main Electrical Panel Board for
completion of School Building for the underprivileged children in
Curti Ponda Goa. The company facilitates training and capacity
building of communities and relevant stakeholders to
successfully adopt and carry forward these initiatives from time
to time. Please refer the Company’s Annual CSR Report 2021-
22 for details on various community development programme
undertaken.

108
Principle 9: Businesses should engage with and provide value to their customers and consumers in a
responsible manner
1) What percentage of customer complaints/ No complaints were pending as on the end of financial year.
consumer cases are pending as on the end
of financial year
2) Does the Company display product The Company follows all legal statutes with respect to product
information on the product label, over and labeling and displaying of product information, wherever
above what is mandated as per local laws? required.
Ye s / N o / N . A . R e m a r k s ( a d d i t i o n a l
information)
3) Is there any case filed by any stakeholder There are no cases in relation to unfair trade practices,
against the Company regarding unfair trade irresponsible advertising and/or violation of any laws during the
practices, irresponsible advertising and/or financial year 2021-22.
anti-competitive behavior during the last five
years and pending as on end of financial
year?
If so, provide details thereof, in about 50
words or so.
4) Did your Company carry out any consumer No
survey/consumer satisfaction trends

Sd/- Sd/-
DIN: 01276871 DIN: 01282671

Place: Mumbai

109
CORPORATE SOCIAL RESPONSIBILITY
Contributing to societal progress

We believe in the philosophy of supporting social aspirations,
because businesses rely on social and relationship capital to
a very large extent. Our corporate social responsibility (CSR)
initiatives aim to touch and uplift lives.
Project ABHILASHA
Run and managed by Amrita Trust since 2006, Abhilasha
aims at enhancing the strengths of adults with Intellectual &
Developmental disabilities, above the age of 18 years who
have completed their schooling in Special Institutions and
train them to work in a professional environment where
concept of work culture is imbibed.
In Abhilasha, effort is made to place our youngsters for
employment in the open market whenever the student is
assessed as ready for it
Donation to School Building for underprivilege kids Dr.

K.B. Hedgewar Vidyalaya, Curti Ponda Goa
Supported & Sponsored Main Electrical Panel Board for
completion of School Building of Dr. K.B. Hedgewar
Vidyalaya, Corti Ponda Goa, a school for the underprivileged
students.
Covid Care facilities:

Marine Electricals (India) Limited has always focussed on
improving health care including preventive health care
especially during these difficult time.Some of the notable
actions to address on-ground challenges included Donating
medical equipment, beds pillows etc. to Covid Care Center at
Calangute Residency Hotel, Calangute, Goa.
Key Focus Areas In FY 2021-22
Education and Disaster Relief Health Care

Rural Development

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INDEPENDENT AUDITORS’ REPORT
as at 31 March 2022
To the Members of
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Marine Electricals (India) Limited (“the
Company”), which comprise the standalone balance sheet as at 31 March 2022, the standalone statement of profit and
loss (including other comprehensive income), the standalone statement of changes in equity and the standalone cash
flow statement for the year then ended, and notes to the standalone financial statements, including a summary of the
significant accounting policies and other explanatory information (hereinafter referred to as “standalone financial
statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and
give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules 2015, as amended, (“Ind AS”) and other accounting
principles generally accepted in India, of the standalone state of affairs of the Company as at 31 March 2022, its
standalone profit (including other comprehensive income), standalone changes in equity and its standalone cash flows
for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (“SAs”)
specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditors’
Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”)
together with the ethical requirements that are relevant to our audit of the standalone financial statements under the
provisions of the Act and Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion on the standalone financial statements.
Emphasis of Matter
Without qualifying our opinion on account of this matter, we draw attention to following matters included in Note to the
standalone financial statements:
1 Note 62 included in notes to the standalone financial statements regarding the fact that the Company during
financial year 2017-18 paid to a supplier in China an advance of USD 8,00,000 carried at Rs 584.48 lakhs as at 31
March 2022, for procurement of solar PV modules. The Company has initiated arbitration proceedings against the
supplier by appointing an independent arbitration professional. Pending recovery of the advance paid or
procurement of material against the said advance, the Company believes that this advance is recoverable and it
continues to carry the said advance as unsecured and considered good.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
standalone financial statements of the current period. These matters were addressed in the context of our audit of the
standalone financial statements as a whole and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. We have determined the matters described below to be the key audit matters to be
communicated in our report.

111
Sr. Key Audit Matters Auditor’s response

No.
1 Revenue recognition accuracy, measurement, Our audit procedures included following:

presentation and disclosure Ÿ Considering the appropriateness of the
Revenue is measured based on transaction price, management’s accounting policies regarding
which is the consideration. As disclosed in Note 3.9 to revenue recognition;
the standalone financial statements, revenue from Ÿ Obtained an understanding of management’s
contract with customers is recognized when the process over revenue recognition and
Company satisfies the performance obligation by evaluated design of internal controls around
transfer of control of promised product or service to revenue recognition;
customers in an amount that reflects the consideration
Ÿ Our audit approach consisted testing of the
which the Company expects to receive in exchange for
design and operating effectiveness of the
those products or services. Control is defined as the
internal controls and substantive testing;
ability to direct the use of and obtain substantially all of
the economic benefits from an asset.
At the inception of the contract, the Company identifies
the goods or services promised in the contract and
assess which of the promised goods or services shall
be identified as separate performance obligations.
Promised goods or services give rise to separate
performance obligations if they are capable of being
distinct.
Information other than the Standalone Financial Statements and Auditor’s Report thereon
The Company’s Board of Directors are responsible for the other information. The other information comprises the
information included in the Annual Report, but does not include the standalone financial statements and our auditors’
report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
The Annual Report is not made available to us at the date of this auditor’s report. We have nothing to report in this
regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial
Statements
The accompanying standalone financial statements have been approved by the Board of Directors of the Company.
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act, with respect to the
preparation and presentation of these standalone financial statements that give a true and fair view of the financial
position, financial performance including other comprehensive income, changes in equity and cash flows of the
Company in accordance with Ind AS and other accounting principles generally accepted in India. This responsibility
also includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
standalone financial statements that give a true and fair view and are free from material misstatement, whether due to
fraud or error.

112
In preparing the standalone financial statements, Board of Directors is responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
The Board of Directors is responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with
SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs specified under section143(10) of the Act, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
Ÿ Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Ÿ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
Ÿ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
Ÿ Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
Ÿ Evaluate the overall presentation, structure and content of the standalone financial statements, including the
disclosures, and whether the standalone financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial
statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of
our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in
the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.

113
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the standalone financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (‘the Order’), issued by the Central Government of
India in terms of Section 143(11) of the Act, we give in “Annexure A”, a statement on the matters specified in the
paragraphs 3 and 4 of the Order, to the extent applicable.
2. Further to our comments in Annexure A, as required by Section 143(3) of the Act based on our audit, we report to
the extent applicable, that:
(a) we have sought and obtained all the information and explanations, which to the best of our knowledge and
belief were necessary for the purposes of our audit of the accompanying standalone financial statements;
(b) in our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books;
(c) the standalone financial statements dealt with by this report are in agreement with the books of account;
(d) in our opinion, the aforesaid standalone financial statements comply with the Ind AS prescribed under Section
133 of the Act;
(e) on the basis of the written representations received from the directors and taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 2022 from being appointed as a director in
terms of Section 164(2) of the Act;
(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses
an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial
controls over financial reporting;
(g) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information
and according to the explanations given to us:
i. the standalone financial statements disclose the impact of pending litigations on the standalone financial
position of the Company as at 31 March 2022 – Refer Note 50 to the standalone financial statements;
ii. the Company did not have any long-term contracts, including derivative contracts, for which there were
any material foreseeable losses as at 31 March 2022;
iii. there were no amounts which were required to be transferred to the Investor Education and Protection
Fund by the Company during the year ended 31 March 2022.
iv. (a) The management has represented that, to the best of its knowledge and belief, no funds have been
advanced or loaned or invested (either from borrowed funds or securities premium or any other
sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign
entities (‘the intermediaries’), with the understanding, whether recorded in writing or otherwise, that
the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Company (‘the Ultimate Beneficiaries’) or
provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;
(b) The management has represented that, to the best of its knowledge and belief, no funds have been
received by the Company from any person(s) or entity(ies), including foreign entities (‘the Funding
Parties’), with the understanding, whether recorded in writing or otherwise, that the Company shall,

114
whether directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries’) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries; and
(c) Based on such audit procedures performed as considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the management
representations under sub-clauses (a) and (b) above contain any material misstatement.
v. The dividend declared or paid by the Company is in compliance with section 123 of the Act.
3. With respect to the matter to be included in the Auditors’ Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the remuneration paid by the
Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The
remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of
Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be
commented upon by us.
For Saini Pati Shah & Co LLP,

Chartered Accountants
Firm’s Registration No: 137904W/W100622
Som Nath Saini

Partner
Membership No: 093079
Mumbai, May 27, 2022 UDIN:22093079AJSWQD8241

115
Annexure A to the Independent Auditors’ Report – 31 March 2022

With reference to the Annexure A referred to in the Independent Auditors’ Report to the members of the Company on the
standalone financial statements for the year ended 31 March 2022, we report the following:
(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and
situation of property, plant and equipment.
(B) The Company has maintained proper records showing full particulars of intangible assets.
(b) The Company has a regular programme of physical verification of its property, plant and equipment by which
property, plant and equipment are verified by the management according to a phased programme designed
to cover all the items over a period of three years. In accordance with this programme, certain property, plant
and equipment were verified during the year. In our opinion, this periodicity of physical verification is
reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies
were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records
of the Company, the title deeds of all the immovable properties (other than immovable properties where the
Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the
standalone financial statements, are held in the name of the Company.
(d) According to the information and explanations given to us and on the basis of our examination of the records
of the Company, the Company has not revalued its property, plant and equipment (including right of use
assets) or intangible assets or both during the year.
(e) No proceedings have been initiated or are pending against the Company for holding any benami property
under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. Accordingly,
reporting under clause 3(i)(e) of the Order is not applicable to the Company.
(ii) (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency
of such verification is reasonable. We are informed that no discrepancies of 10% or more in the aggregate for
each class of inventory were noticed on verification between the physical stocks and the book records.
(b) According to the information and explanations given to us and on the basis of our examination of the records
of the Company, the Company has been sanctioned working capital limits in excess of five crore rupees, in
aggregate, from banks or financial institutions on the basis of security of current assets. The quarterly returns
or statements filed by the Company with such banks or financial institutions are in agreement with the books
of accounts of the Company.
(iii) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has not provided any security or granted any advances in the nature of loans, secured or
unsecured, to companies, firms, limited liability partnership or any other parties during the year. The Company
during the year has made investments in companies, provided guarantees to companies & firms and granted
unsecured loans to any other parties in respect of which the requisite information is as below:
(a) Based on the audit procedures carried on by us and as per the information and explanations given to us, the
Company during the year has provided guarantees to companies & firms and granted unsecured loans to any
other parties as below:
(Rs. in Lakhs)
Particulars Guarantees Loans
Aggregate amount during the year ended
- Subsidiaries 1,551.80 -
- Others - 22.00
Balance outstanding as at balance sheet date
- Subsidiaries 914.72 -
- Others - 20.83

116
(b) According to the information and explanations given to us and based on the audit procedures conducted by
us, in our opinion the investments made, guarantees provided and the terms and conditions of the loans
granted during the year are, prima facie, not prejudicial to the interest of the Company.
(c) According to the information and explanations given to us and on the basis of our examination of the records
of the Company, in the case of loans granted during the year, in our opinion the repayment of principal and
payment of interest has been stipulated and the repayments or receipts have been regular.
(d) According to the information and explanations given to us and on the basis of our examination of the records
of the Company, there is no overdue amount for more than ninety days in respect of loans granted during the
year.
(e) According to the information and explanations given to us and on the basis of our examination of the records
of the Company, there is no loan granted falling due during the year, which has been renewed or extended or
fresh loans granted to settle the overdues of existing loans given to same parties.
(f) According to the information and explanations given to us and on the basis of our examination of the records
of the Company, the Company has not granted any loans during the year either repayable on demand or
without specifying any terms or period of repayment.
(iv) In our opinion, and according to the information and explanations given to us, the Company has complied with the
provisions of sections 185 and 186 of the Act in respect of loans and investments made, and guarantees and
security provided by it, as applicable.
v) In our opinion, and according to the information and explanations given to us, the Company has not accepted any
deposits or there is no amount which has been considered as deemed deposit within the meaning of sections 73 to
76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, reporting
under clause 3(v) of the Order is not applicable to the Company.
(vi) The Central Government has not specified the maintenance of cost records under sub-section (1) of section 148 of
the Act, in respect of Company’s products/business activity. Accordingly, reporting under clause 3(vi) of the Order
is not applicable to the Company.
(vii) (a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax
during the year since effective 1 July 2017, these statutory dues have been subsumed into Goods and
Services Tax.
According to the information and explanations given to us and on the basis of our examination of the records
of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues
including Goods and Services Tax, Provident Fund, Employees’ State Insurance, Income-Tax, Duty of
Customs, Cess and other material statutory dues, as applicable, have been regularly deposited by the
Company with the appropriate authorities though there has been significant delays in various instances,.
Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of
more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no statutory dues referred to in subclause
(a) above that have not been deposited with the appropriate authorities on account of any dispute except as
stated below:

117
Nature of the Nature of Forum where Period to which Amount Amount Paid
statute dues dispute is pending the amount relates demanded under protest
(Rs in Lakhs) (Rs in Lakhs)
The Income Income tax Assessing Officer A.Y. 2013-14 to 4.74 -
tax act 1961 and interest A.Y. 2015-16
The Income Income tax Assessing Officer A.Y. 2016-17 6.08 -
tax act 1961 and interest
he Income Income tax Commissioner A.Y. 2018-19 8.08 -
tax act 1961 and interest (Appeals)
Sales Tax Act Sales tax Assistant commercial F.Y. 2009-10 43.46 -
and VAT laws and interest tax Officer
Sales Tax Act Sales tax and Assistant commercial F.Y. 2016-17 27.66 -
and VAT laws interest tax Officer
Goods & Goods & Deputy F.Y. 2017-18 2.46 -
Services Tax Services tax Commissioner
Act, 2017
The Custom Custom duty Custom, Excise and 13.08.2014 to 132.62 65.00
Act, 1962 and penalty Service Tax 30.10.2018
Appellate Tribunal
(viii) According to the information and explanations given to us, no transactions were surrendered or disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961) which have not been
recorded in the books of accounts.
(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records
of the Company, the Company during the year has defaulted in the repayment of loans or other borrowings or
in the payment of interest thereon to lenders in the following instances:
Nature of Name of lender Amount not paid Whether principal No. of days Remarks,
borrowing on due date or interest delay or unpaid if any
(Rs. in Lakhs)
Term loan Kotak Mahindra Bank 29.37 Principal and 2 NA

interest
Term loan Kotak Mahindra Bank 29.37 Principal and 2 NA
interest
Term loan State Bank of India 17.13 Principal and 2 NA
interest
Term loan ICICI Bank Limited 3.74 Principal and 2 NA
interest
Term loan ICICI Bank Limited 0.06 Principal and 2 NA
interest
Vehicle loan Axis Bank Limited 0.15 Principal and 2 NA
interest
interest
interest
Vehicle loan Kotak Mahindra Prime 0.41 Principal and 4 NA
Limited interest

118
Nature of Name of lender Amount not paid Whether principal No. of days Remarks,
borrowing on due date or interest delay or unpaid if any
(Rs. in Lakhs)
Limited interest
Limited interest
(b) According to the information and explanations given to us and representation received from the management of
the Company, and on the basis of our audit procedures, the Company has not been declared a willful defaulter by
any bank or financial institutions or government or government authority. Accordingly, reporting under clause
3(ix)(b) of the Order is not applicable to the Company.
(c) According to the information and explanations given to us and on the basis of our examination of the records of
the Company, the terms loans have been applied, on an overall basis, for the purposes for which they were
obtained.
(d) According to the information and explanations given to us and on an overall examination of the balance sheet of
the Company, we report that no funds raised on short term basis have been used for long-term purposes by the
Company.
(e) According to the information and explanations given to us and on an overall examination of the standalone
financial statements of the Company, we report that the Company has not taken any funds from any entity or
persons on account of or to meet the obligations of its subsidiaries or joint venture (as defined under the act). The
Company does not hold any investment in any associates (as defined under the Act) during the year ended 31
March 2022. Accordingly, reporting under clause 3(ix)(e) of the Order is not applicable to the Company.
(f) According to the information and explanations given to us and procedures performed by us, we report that the
Company has not raised loans during the year on the pledge of securities held in its subsidiaries or joint venture
(as defined under the act). The Company does not hold any investment in any associates (as defined under the
act) during the year ended 31 March 2022. Accordingly, reporting under clause 3(ix)(f) of the Order is not
applicable to the Company.
(x) (a) The Company has not raised any money by way of initial public offer or further public offer (including debt
instruments), during the year. Accordingly, reporting under clause 3(x)(a) of the Order is not applicable to the
Company.
(b) The Company has not made any preferential allotment or private placement of shares or convertible
debentures (fully, partially or optionally convertible) during the year. Accordingly, reporting under clause
3(x)(b) of the Order is not applicable to the Company.
(xi) (a) To the best of our knowledge and according to the information and explanations given to us, no fraud by the
Company or on the Company has been noticed or reported during the period covered by our audit.
(b) No report under section 143(12) of the Act has been filed with the Central Government for the period covered by
our audit.
(c) According to the information and explanations given to us including the representation made to us by the
management of the Company, there are no whistle-blower complaints received by the Company during the year.
(xii) The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, reporting under
clause 3(xii) of the Order is not applicable to the Company.
(xiii) In our opinion and according to the information and explanations given to us, the transactions with the related parties
are in compliance with section 177 and section 188 of the Act, where applicable, and the details of the related party
transactions have been disclosed in the standalone financial statements as required by the applicable accounting
standards.

119
(xiv) (a) In our opinion and according to the information and explanations given to us, the Company has an internal
audit system as required under section 138 of the Act which is commensurate with the size and nature of its
business.
(b) We have considered the reports issued by the Internal Auditors of the Company till date for the period under
audit.
(xv) According to the information and explanation given to us, the Company has not entered into any non-cash
transactions with its directors or persons connected with them and accordingly, provisions of section 192 of the
Act are not applicable to the Company.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Accordingly, reporting under clause 3(xvi) of the Order is not applicable to the Company.
(xvii) The Company has not incurred any cash loss in the current as well as the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, reporting under clause 3 of
the Order is not applicable to the Company.
(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and
expected dates of realisation of financial assets and payment of financial liabilities, other information
accompanying the standalone financial statements, our knowledge of the plans of the Board of Directors and
management and based on our examination of the evidence supporting the assumptions, nothing has come to
our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that
Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due
within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the
future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit
report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one
year from the balance sheet date, will get discharged by the Company as and when they fall due.
(xx) The Company during the year spent the amount of Corporate Social Responsibility as required under sub-
section (5) of Section 135 of the Act. Accordingly, reporting under clause 3(xx) of the Order is not applicable to the
Company.
(xxi) The reporting under clause 3(xxi) is not applicable in respect of audit of standalone financial
statements of the Company. Accordingly, no comment has been included in respect of said clause
under this report.

Som Nath Saini

Partner

120
Annexure B to the Independent Auditors’ Report – 31 March 2022

Report on the Internal Financial Controls with reference to the aforesaid standalone financial statements
under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
(Referred to in paragraph (2)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our
report of even date)
Opinion
We have audited the internal financial controls with reference to standalone financial statements of Marine Electricals
(India) Limited (“the Company”) as of 31 March 2022 in conjunction with our audit of the standalone financial statements
of the Company for the year ended on that date.
In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to
standalone financial statements and such internal financial controls were operating effectively as at 31 March 2022,
based on the internal financial controls with reference to standalone financial statements criteria established by the
Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (“the Guidance
Note”).
Management’s Responsibility for Internal Financial Controls
The Company’s Board of Directors are responsible for establishing and maintaining internal financial controls based on
the internal controls with reference to standalone financial statements criteria established by the Company considering
the essential components of internal control stated in the Guidance Note. These responsibilities include the design,
implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the
orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls with respect to standalone
financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the
Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal
financial controls with reference to standalone financial statements. Those Standards and the Guidance Note require
that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls with reference to standalone financial statements were established and maintained
and whether such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
system with respect to standalone financial statements and their operating effectiveness. Our audit of internal financial
controls with respect to standalone financial statements included obtaining an understanding of internal financial
controls with respect to standalone financial statements, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the
standalone financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
on the Company’s internal financial controls system with reference to standalone financial statements.
Meaning of Internal Financial Controls with reference to standalone financial statements
A company’s internal financial controls with reference to financial statements is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls
with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the

121
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures
of the company are being made only in accordance with authorisations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with reference to standalone financial statements
Because of the inherent limitations of internal financial controls with reference to standalone financial statements,
including the possibility of collusion or improper management override of controls, material misstatements due to error
or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with
reference to standalone financial statements to future periods are subject to the risk that the internal financial control
with reference to standalone financial statements may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

Som Nath Saini

Partner

122
STANDALONE BALANCE SHEET
as at 31 March 2022
(All amounts are in Indian Rupees Lakhs, unless otherwise stated)
Particulars As at As at
Note 31 March 2022 31 March 2021
ASSETS
Non-current assets
Property, plant and equipment 4 2,883.90 2,626.37
Right-to-use asset 5 397.38 676.46
Capital work in progress 6 198.79 -
Investment property 7 511.96 572.52
Other intangible assets 8 45.63 66.04
Financial assets
Investments 9 919.46 1,113.49
Other financial assets 10 360.07 627.56
Deferred tax assets (net) 11 99.25 24.15
Other non-current assets 12 994.87 36.09
Non-current tax assets (net) 13 38.93 128.47
Total non-current assets 6,450.24 5,871.15
Current assets
Inventories 14 5,694.44 5,858.80
Financial assets
Trade receivables 15 11,915.54 12,705.03
Cash and cash equivalents 16 23.64 89.40
Bank balances other than cash and cash equivalents above 17 744.16 916.60
Loans 18 254.79 335.79
Other current assets 20 2,446.48 3,883.93
Total current assets 21,507.37 23,891.88
Total assets 27,957.61 29,763.03
EQUITY AND LIABILITIES

Equity
Equity share capital 21 2,453.31 2,453.31
Other equity 22 11,962.76 10,934.28
Total equity 14,416.07 13,387.59
Liabilities
Non-current liabilities
Financial liabilities
Borrowings 23 439.26 850.02
Lease liabilities 24 59.57 132.04
Provisions 25 286.77 229.12
Diferred tax liabilities 11 - -
Total non-current liabilities 785.60 1,211.18

123
STANDALONE BALANCE SHEET
as at 31 March 2022
Current liabilities
Borrowings 26 2,335.67 3,543.53
Trade payables: 27
- Micro and small enterprises 81.22 50.42
- Other than micro and small enterprises 7,951.76 8,995.94
Other financial liabilities 28 543.60 260.29
Other current liabilities 29 1,601.16 1,844.39
Provisions 30 22.79 24.24
Current tax liabilities (net) 31 151.51 197.39
Total current liabilities 12,755.94 15,164.26
Total liabilities 13,541.54 16,375.44
Total equity and liabilities 27,957.61 29,763.03
The accompanying notes form an integral part of these standalone financial statements
As per our report of even date attached
For SAINI PATI SHAH & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Marine Electricals (India) Limited
Som Nath Saini Venkatesh Uchil Vinay Uchil

Partner Managing Director Chairman and Executive Director
Membership No: 093079 DIN: 01282671 DIN: 01276871
Namita Sethia Mitali Ambre

Chief Financial Officer Company Secretary and Compliance Officer
Place : Mumbai, Place : Mumbai, Place : Mumbai,

Date : 27 May 2022 Date : 27 May 2022 Date : 27 May 2022

124
STANDALONE STATEMENT OF PROFIT AND LOSS
for the year ended 31 March 2022
Particulars Note for the year ended for the year ended
31 March 2022 31 March 2021
Income
Revenue from operations 32 32,288.56 19,987.37
Other income 33 550.23 358.94
Total income 32,838.79 20,346.31
Expenses
Cost of materials consumed 34 24,476.51 14,435.76
Changes in inventories of finished goods and work-in-progress 35 193.39 (198.92)
Employee benefits expense 36 2,239.79 1,764.01
Finance costs 37 645.18 772.56
Depreciation and amortization expense 38 760.33 764.36
Other expenses 39 2,759.88 1,722.72
Total expenses 31,075.08 19,260.49
Profit before tax 1,763.71 1,085.82
Income Tax expense / (credit): 40

- Current tax 535.56 249.00
Adjustment in respect of tax for earlier years 56.73 -
- Deferred tax charge / (credit) (75.22) 53.97
517.07 302.97
Profit after tax 1,246.64 782.85
Other comprehensive income

Items that will not be reclassified to profit or loss
Re-measurement of defined benefit plans 0.47 22.21
Income tax relating to items that will not be reclassified to profit or loss (0.12) (5.59)
Other comprehensive income / (loss) for the year 0.35 16.62
Total comprehensive income for the year 1,246.99 799.47
Earning per share (“EPS”) 41

- Basic and diluted earning per equity share of 1.02 0.64
face value of Rs 2 each




125
STANDALONE STATEMENT OF CHANGES IN EQUITY
A. Equity share capital
Current reporting year
Balance at the beginning Changes in equity share capital Balance at the end of
current reporting year during the current year current reporting year
2,453.31 - 2,453.31
Previous reporting year
of the current reporting year during the previous year previous reporting year
2,453.31 - 2,453.31
B. Other equity
Particulars Reserves and surplus Other Total
Securities General Retained component
premium reserve earnings of equity
Balance at the beginning of current 3,983.54 708.10 6,072.59 170.05 10,934.28

reporting year
Profit for the current reporting year - - 1,246.64 - 1,246.64
Other comprehensive income for the - - 0.35 - 0.35
current year
Fair value of financial guarantee - - - 26.82 26.82
transferred to other component of equity
Dividends (refer note 64) - - (245.33) - (245.33)
Balance at the end of current 3,983.54 708.10 7,074.25 196.87 11,962.76
reporting year

Particulars Reserves and surplus Other Total
Securities General Retained component
premium reserve earnings of equity
Balance at the beginning of previous 3,983.54 708.10 5,273.12 141.44 10,106.20

reporting year
Profit for the previous reporting year - - 782.85 - 782.85
Other comprehensive income for the - - 16.62 - 16.62
previous year
Fair value of financial guarantee - - - 28.61 28.61
Balance at the end of previous 3,983.54 708.10 6,072.59 170.05 10,934.28
reporting year
126
STANDALONE CASH FLOW STATEMENT
Particulars For the year ended For the year ended
31 March 2022 31 March 2021
Cash flows from operating activities
Adjustments:
Depreciation and amortization 760.33 764.36
Sundry balances written off 8.59 51.73
Bad debts written off 85.85 38.76
Provision for bad and doubtful debts - -
Provision for bad and doubtful loans and receivables - -
Finance costs 645.18 772.56
Liabilities/ sundry balances written back (60.91) (3.67)
Allowance for expected credit loss 5.05 -
Allowance for expected credit loss written back (10.00) (20.56)
Share of profit in a partnership firm (103.90) (39.64)
Share of loss in a jointly controlled entity 2.42 0.13
Loss on sale of property, plant and equipment 85.34 -
Interest income on financial instruments at amortised cost (30.80) (31.10)
Interest income on advance towards purchase of equity instruments (9.73) -
Finance guarantee income (0.45) (0.23)
Operating cash flows before working capital changes 3,140.68 2,618.16
Working capital movements:
(Increase) / Decrease in inventories 164.36 (276.47)
(Increase) / Decrease in trade receivables 698.59 (577.80)
(Increase) / Decrease in bank balances other than cash and cash equivalents 172.44 (226.43)
(Increase) / Decrease in loans 91.00 382.98
(Increase) / Decrease in other financial assets (27.70) 94.34
(Increase) / Decrease in other assets 1,341.06 (809.85)
Increase / (Decrease) in trade payables (952.46) (2,191.02)
Increase / (Decrease) in other financial liabilities 10.45 (5.98)
Increase / (Decrease) in other liabilities (243.23) 911.68
Increase / (Decrease) in provisions 56.55 22.63
Cash generated from operations 4,451.74 (57.76)
Income taxes paid, net (548.52) (231.09)
Net cash flows generated from / (used in) operating activities (A) 3,903.22 (288.85)
Cash flows from investing activities
Purchase of property plant and equipment and intangible assets (786.71) (137.10)
(including movement in capital advances, creditors for property,
plant and equipment and capital work in progress)
Proceeds from sale of property, plant and equipment 89.20 -
Payment of advance towards purchase of equity instruments (831.67) -
Acquisition of equity interest in subsidiary - (2.84)
Acquisition of compulsorily convertible preference shares (50.38) (18.66)
Capital withdrawn from partnership firm 346.00 -
Capital withdrawn from jointly controlled entity 0.34 -
Net cash flows generated from / (used in) investing activities (B) (1,233.22) (158.60)
Cash flows from financing activities
Proceeds from / (repayment of) non current borrowings (net) (505.05) 236.70
Proceeds from / (repayment of) current borrowings (net) (1,113.57) 848.94
Finance costs paid (620.43) (766.80)
Dividend paid (244.41) -
Repayment of lease liabilities (net of finance cost) (252.30) (250.19)
Net cash flows generated from / (used in) financing activities (c) (2,735.76) 68.65
Net increase / (decrease) in cash and cash equivalents (A+B+C) (65.76) (378.80)
Cash and cash equivalents at the beginning of the year 89.40 468.20
Cash and cash equivalents at the end of the year 23.64 89.40

127
STANDALONE CASH FLOW STATEMENT
Particulars For the
(All amounts are in Indian year Lakhs,
Rupees endedunless
For the year ended
otherwise stated)
31 March 2022 31 March 2021
Notes to cash flow statement:
1. Component of cash and cash equivalents:

Cash on hand 4.90 7.78
Balances with banks
- in current accounts 17.02 28.84
- in escrow account 0.12 -
- in EEFC accounts 1.60 52.78
Total cash and cash equivalents 23.64 89.40
2. The above cash flow statement has been prepared under the indirect method as set out in Ind AS 7 Statement of
Cash Flows u/s 133 of Companies Act, 2013 ('Act') read with Rule 4 of the Companies (Indian Accounting Standards)
Rules 2015 and the relevant provisions of the Act.




128
NOTES TO THE STANDALONE FINANCIAL STATEMENT
1. Corporate Information
The Company was incorporated as a private limited company with the name "Marine Electricals (India) Private
Limited" on 4 December 2007 under the Companies Act, 1956 by converting a partnership firm with the name
"Marine Electricals". On 1 August 2018, the Company was converted into a public limited company and the name
got changed to "Marine Electricals (India) Limited". The Company got listed on Small and Medium Enterprises
("SME") platform named EMERGE of National Stock Exchange of India ("NSE") on 11 October 2018 and got
migrated to NSE main board with effect from 02 December 2020.
The Company is engaged in manufacturing and sale of all types of marine and industrial electrical & electronic
components like switch-gears, control-gears etc. and is also engaged in renewable energy sector specifically
solar. It also provides services like designing, fabricating etc. for all types of electrical & electronic installations in
India and abroad and undertake annual maintenance contracts.
2. Statement of compliance and basis of preparation and presentation
2.1 Statement of compliance
These standalone financial statements have been prepared in accordance with Indian Accounting Standards
("Ind AS") as per the Companies (Indian Accounting Standards) Rules as amended from time to time and
notified under section 133 of the Companies Act, 2013 ("the Act") and in conformity with the accounting
principles generally accepted in India and other relevant provisions of the Act.
These standalone financial statements for the year ended 31 March 2022 were authorised and approved for
issue by the Company's Board of Directors at its meeting held on 27 May 2022.
2.2 Basis of preparation and measurement
These financial statements have been prepared on an accrual basis and under the historical cost convention
except for certain financial instruments that are measured at fair values at the end of each reporting period
(refer accounting policy regarding financial instruments).
Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date, regardless of whether that price is directly
observable or estimated using another valuation technique. In estimating the fair value of an asset or a
liability, the Company takes into account the characteristics of the asset or liability if market participants would
take those characteristics into account when pricing the asset or liability at the measurement date. Fair value
for measurement and/or disclosure purposes in these financial statements is determined on such a basis,
except for measurements that have some similarities to fair value but are not fair value, such as net realisable
value in Ind AS 2 or value in use in Ind AS 36.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximising the use of relevant observable inputs and minimizing the
use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorised within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
Level 1- Quoted (Unadjusted) marked prices in the active markets for identical assets or liabilities.
Level 2- Valuation techniques for which the lowest level input that is significant to the fair value measurement
is directly or indirectly observable.
is unobservable.

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2.3 Current Versus non-current classification
All assets and liabilities have been classified as current or non-current as per the Company’s normal
operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature
of products and the time between the acquisition of assets for processing and their realisation in cash and
cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current –
non-current classification of assets and liabilities.
2.4 Critical accounting judgements and use of estimates
The preparation of financial statements requires the management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, income and expenses and disclosure of contingent liabilities
at the date of the financial statements and the results of operations during the reporting period. The actual
results could differ from those estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that period,
or in the period of revision or future periods if the revision affects both current and future periods.
Accounting estimates and judgements are used in various line items in the financial statements for e.g.:
Property, plant and equipment
The management engages internal technical team to assess the remaining useful lives and residual value of
property, plant and equipment annually in order to determine the amount of depreciation to be recorded
during any reporting period. The management believes that the assigned useful lives and residual value are
reasonable.
Income taxes
The management judgement is required for the calculation of provision for income taxes and deferred tax
assets and liabilities. The Company reviews at each balance sheet date the carrying amount of deferred tax
assets / liabilities. The factors used in estimates may differ from actual outcome which could lead to significant
adjustment to the amounts reported in the financial statements.
Contingencies
The management’s judgement is required for estimating the possible outflow of resources, if any, in respect of
contingencies/claim/litigations against the Company as it is not possible to predict the outcome of pending
matters with accuracy.
Expected credit losses on financial assets:
The impairment provisions of financial assets and contract assets are based on assumptions about risk of
default and expected timing of collection. The Company uses judgment in making these assumptions and
selecting the inputs to the impairment calculation, based on the Company’s past history of collections,
customer’s creditworthiness, existing market conditions as well as forward looking estimates at the end of
each reporting period.
Impairment of non-financial assets
Impairment exists when the carrying value of an asset or cash generating unit (“CGU”) exceeds its
recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair
value less costs of disposal calculation is based on available data from binding sales transactions, conducted
at arm’s length, for similar assets or observable market prices less incremental costs for disposing of the
asset. The value in use calculation is based on a discounted cash flow (“DCF”) model. The cash flows are
derived from the budget for future years and do not include restructuring activities that the Company is not yet
committed to or significant future investments that will enhance the asset’s performance of the CGU being
tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the
expected future cash-inflows and the growth rate used for extrapolation purposes.

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Effective Interest Rate (EIR) Method:
The Company recognizes interest income / expense using a rate of return that represents the best estimate of
a constant rate of return over the expected life of the loans given / taken. This estimation, by nature, requires
an element of judgement regarding the expected behaviour and life-cycle of the instruments, as well as
expected changes to other income/expense that are integral parts of the instrument.
Fair value measurements and valuation processes:
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be
derived from active markets, they are determined using a variety of valuation technique that include the use of
valuation models. The inputs to these models are taken from observable markets where possible, but where
this is not feasible, a degree of judgement is required in establishing fair values. Judgments include
considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these
factors could affect the reported fair value of financial instruments.
2.5 Recent pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. On March 23, 2022, MCA
amended the Companies (Indian Accounting Standards) Amendment Rules, 2022, applicable from April 1,
2022, as below:
Ind AS 103 – Reference to Conceptual Framework
The amendments specify that to qualify for recognition as part of applying the acquisition method, the
identifiable assets acquired and liabilities assumed must meet the definitions of assets and liabilities in the
Conceptual Framework for Financial Reporting under Indian Accounting Standards (Conceptual Framework)
issued by the Institute of Chartered Accountants of India at the acquisition date. These changes do not
significantly change the requirements of Ind AS 103. The Company does not expect the amendment to have
any significant impact in its financial statements.
Ind AS 16 – Proceeds before intended use
The amendments mainly prohibit an entity from deducting from the cost of property, plant and equipment
amounts received from selling items produced while the company is preparing the asset for its intended use.
Instead, an entity will recognise such sales proceeds and related cost in profit or loss. The Company does not
expect the amendments to have any impact in its recognition of its property, plant and equipment in its
financial statements.
Ind AS 37 – Onerous Contracts - Costs of Fulfilling a Contract
The amendments specify that the ‘cost of fulfilling’ a contract comprise the ‘costs that relate directly to the
contract’. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract
(examples would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling
contracts. The amendment is essentially a clarification and the Company does not expect the amendment to
have any significant impact in its financial statements.
Ind AS 109 – Annual Improvements to Ind AS (2021)
The amendment clarifies which fees an entity includes when it applies the ‘10 percent’ test of Ind AS 109 in
assessing whether to derecognise a financial liability. The Company does not expect the amendment to have
The amendments remove the illustration of the reimbursement of leasehold improvements by the lessor in
order to resolve any potential confusion regarding the treatment of lease incentives that might arise because
of how lease incentives were described in that illustration. The Company does not expect the amendment to

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3. Significant Accounting Policies
3.1 Functional and presentation currency
These financial statements are presented in Indian Rupees (INR), which is also the Company’s functional
currency. All amounts have been rounded-off to the nearest lakhs, unless otherwise indicated.
3.2 Property, plant and equipment
All items of property, plant and equipment are stated at historical cost less depreciation. Historical cost
includes expenditure that is directly attributable to the acquisition of the items. The gain or loss arising on the
disposal or retirement of an item of property, plant and equipment is determined as the difference between the
sales proceeds and the carrying amount of the asset and is recognized in the Statement of Profit and Loss on
the date of disposal or retirement.
Subsequent costs are capitalised on the carrying amount or recognised as a separate asset, as appropriate,
only when future economic benefits associated with the item are probable to flow to the Company and cost of
the item can be measured reliably. All other repair and maintenance are charged to the statement of profit and
loss during the reporting period in which they are incurred.
Depreciation on property, plant and equipment is provided on written down value method over the useful lives
of assets as prescribed under Schedule II to the Companies Act, 2013. Based on past experience and internal
technical evaluation, the management believes that these useful lives represent the appropriate period of
usage and therefore, considered to be appropriate for charging depreciation.
Depreciation on addition (disposal) is provided on a pro-rata basis i.e. from (upto) the date on which assets is
ready for use (disposed of).
The estimated useful lives of the property, plant and equipment considered by the Company are as follows:
Tangible Assets Estimated uesful life (in Years)
Buildings 30
Plant and machinery 15
Plant and machinery – Drilling Rig 30
Computers 3
Furniture and fixtures 10
Vehicles 8
Office equipment 3-5
Leasehold improvements are amortised over the lower of estimated useful life as per Schedule II or intended
lease period.
Assets residual values, depreciation method and useful lives are reviewed at the end of financial year
considering the physical condition of the assets or whenever there are indicators for review and adjusts
residual life prospectively.
Derecognition
An item of property, plant and equipment and any significant component initially recognised is derecognised
upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss
arising on derecognition of the asset / significant component (calculated as the difference between the net
disposal proceeds and the carrying amount of the asset / significant component) is recognised in statement of
profit and loss, when the asset is derecognised.
3.3 Investment Property
Investment property is property held either to earn rental income or for capital appreciation or for both, but not
for sale in the ordinary course of business, use in the production or supply of goods or services or for
administrative purposes. Upon initial recognition, an investment property is measured at cost. Subsequent to
initial recognition, investment property is measured at cost less accumulated depreciation and accumulated
impairment losses, if any.

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only when future economic benefits associated with the item are probable to flow to the Company and cost of
the item can be measured reliably. All other repair and maintenance are charged to the statement of profit and
Depreciation on investment property is provided on the written down value method over their estimated useful
lives. However, where the management’s estimate of the remaining useful life of the assets on a review
subsequent to the time of acquisition is different, then depreciation is provided over the remaining useful life
based on the revised useful life.
3.4 Intangible assets
Identifiable intangible assets are recognised when the Company controls the asset, it is probable that future
economic benefits attributed to the asset will flow to the Company and the cost of the asset can be reliably
measured.
At initial recognition, the separately acquired intangible assets are recognised at cost. Following initial
recognition, the intangible assets are carried at cost less any accumulated amortisation and accumulated
Intangible assets, other than license, are amortised on a written down value method in accordance with the
useful life prescribed in Schedule II to the Act.
The estimated useful lives of the intangible assets considered by the Company are as follows:
Intangible Assets Estimated uesful life (in Years)
Software 3
License are amortised on a straight-line basis over a period of five years.

The amortisation period and the amortisation method are reviewed at least at each financial year end. If the
expected useful life of the asset is significantly different from previous estimates, the amortisation period is
changed accordingly. Gains or losses arising from the retirement or disposal of an intangible asset are
determined as the difference between the net disposal proceeds and the carrying amount of the asset and
recognised as income or expense in the statement of profit and loss.
3.5 Assets held for sale
Non-current assets, or disposal groups are classified as held for sale if its carrying amount will be recovered
principally through sale rather than through continuing use, it is available for immediate sale and sale is highly
probable within one year.
On initial classification as held for sale, assets and disposal groups are measured at the lower of previous
carrying amount and fair value less costs to sell with any adjustments taken to the statement of profit and loss.
The same applies to gains and losses on subsequent remeasurement although gains are not recognised in
excess of any cumulative impairment loss. Any impairment loss on a disposal group is first allocated to
goodwill, and then to remaining assets and liabilities on a pro-rata basis, except that no loss is allocated to
inventories, financial assets, deferred tax assets, employee benefit assets and investment property, which
continue to be measured in accordance with the accounting policies. Intangible assets and property, plant
and equipment once classified as held for sale or distribution are not amortised or depreciated.
3.6 Foreign currency translation
Initial recognition
Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency
amount the exchange rate between the reporting currency and the foreign currency at the date of the
transaction.

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Conversion
Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried
in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date
of the transaction. Non-monetary items, which are measured at fair value or other similar valuation
denominated in a foreign currency, are translated using the exchange rate at the date when such value was
determined.
Exchange differences
Exchange differences arising on the settlement of monetary items or on reporting monetary items of
Company at rates different from those at which they were initially recorded during the year, or reported in
previous financial statements, are recognised as income or as expenses in the year in which they arise except
those arising from investments in non-integral operations.
3.7 Taxes
Tax expense comprises of current and deferred tax.
The income tax expense or credit for the period is the tax payable on the current period’s taxable income
based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable
to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at
the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect
to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where
appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income
tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the
reporting period and are expected to apply when the related deferred income tax asset is realised or the
deferred income tax liability is settled.
Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax
assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either
to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in the statement of profit and loss, except to the extent that it relates to
items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised
in other comprehensive income or directly in equity respectively.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset
to be recovered.
Minimum alternate tax (MAT) paid in a year is charged to the Statement of profit and loss as current tax.
Minimum Alternative Tax (“MAT”) credit is recognised as deferred tax asset based on evidence that the
Company will pay normal income tax during the specified period. Significant judgments are involved in
determining the future taxable income and future book profits, including amount of MAT credit available for
set-off.
3.8 Inventories
Inventories are valued at the lower of cost and the net realisable value after providing for obsolescence and
other losses, where considered necessary. Cost includes all charges in bringing the goods, including freight,
octroi and other levies.

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Cost is determined under the weighted average cost method and includes all costs incurred in bringing the
inventories to their present location and condition.
Cost of finished goods and work in progress further includes direct labour and an appropriate share of
production overheads as applicable.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated cost of
completion and the estimated costs necessary to make the sale.
Due allowances are made for defective, obsolete and slow-moving inventory, wherever necessary, based on
management estimates and past experiences of the Company.
3.9 Revenue recognition
Revenue from contract with customers is recognized when the Company satisfies the performance obligation
by transfer of control of promised product or service to customers in an amount that reflects the consideration
which the Company expects to receive in exchange for those products or services. Control is defined as the
ability to direct the use of and obtain substantially all of the economic benefits from an asset. Revenue
excludes taxes collected from customers.
Revenue is measured based on the transaction price, which is the expected consideration to be received, to
the extent that it is highly probable that there will not be a significant reversal of revenue in future periods. If the
consideration in a contract includes a variable amount, at the inception of the contract, the Company
estimates the amount of consideration to which it will be entitled in exchange for transferring the goods or
services to the customer.
At the inception of the contract, the Company identifies the goods or services promised in the contract and
assess which of the promised goods or services shall be identified as separate performance obligations.
Promised goods or services give rise to separate performance obligations if they are capable of being distinct.
Revenue from the delivery of products is recognised at the point in time when control over the products is
passed to the customers, which is determined based on the individual terms agreed in the customer contract.
Revenue from support services is recognized on rendering of services in accordance with the contractual
agreement with the customers.
Contract balances:
The Company classifies the right to consideration in exchange for deliverables as either a receivable or as
unbilled revenue. A receivable is a right to consideration that is unconditional upon passage of time. Contract
asset, which is presented as unbilled revenue, is classified as non-financial asset as the contractual right to
consideration is dependent on completion of contractual milestones.
A contract liability is the obligation to transfer goods or services to a customer for which the Company has
received consideration (or an amount of consideration is due) from the customer. If a customer pays
consideration before the Company transfers goods or services to the customer, a contract liability is
recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are
recognised as revenue when the Company performs under the contract. Contract liabilities include, and are
presented as ‘Revenue received in advance’ and ‘Advances from customers’.
3.10 Other income
Interest income
Interest income is recognized as it accrues in the statement of profit and loss using effective interest rate
method.
Duty drawback
Duty drawback is recognized basis entitlement upon exports made. Provision is made for duty drawback
entitlement pending to be received towards end of the year on exports made during the year.
Net gain loss on fair value change
The Company recognises gains on fair value change of financial assets measured at FVTPL and realised
gains on derecognition of financial asset measured at FVTPL on net basis. However, net gain / loss on
derecognition of financial instruments classified as amortised cost is presented separately under the
respective head in the statement of profit and loss.

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3.11 Financial instruments:
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.
i. Financial assets
Initial recognition and measurement
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at
fair value through profit and loss, transaction costs that are attributable to the acquisition of the financial
asset.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified as:
Ÿ Debt instruments assets at amortised cost
Ÿ Equity instrument measured at fair value through profit or loss (FVTPL)
When assets are measured at fair value, gains and losses are either recognised entirely in the statement
of profit and loss (i.e. fair value through profit and loss), or recognised in other comprehensive income
(i.e. fair value through other comprehensive income).
Debt instruments at amortised cost
A debt instrument is measured at amortised cost (net of any write down for impairment) if both the
following conditions are met:
Ÿ the asset is held to collect the contractual cash flows (rather than to sell the instrument prior to its
contractual maturity to realise its fair value changes), and
Ÿ the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest (“SPPI”) on the principal amount outstanding.
Such financial assets are subsequently measured at amortised cost using the effective interest rate
(EIR) method. Amortised cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in
finance income in the profit and loss. The losses arising from impairment are recognised statement of
profit and loss. This category generally applies to trade and other receivables.
Financial assets at fair value through OCI (FVTOCI)
A financial asset that meets the following two conditions is measured at fair value through OCI unless the
asset is designated at fair value through profit and loss under fair value option.
Ÿ The financial asset is held both to collect contractual cash flows and to sell.
Ÿ The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
Instruments included within the FVTOCI category are measured initially as well as at each reporting date
at fair value. Fair value movements are recognized in OCI. However, the Company recognizes interest
income, impairment losses & reversals and foreign exchange gain or loss in the Profit and Loss. On
derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the
equity to Profit and Loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest
income using the EIR method.
Financial assets at fair value through profit and loss (FVTPL)
FVTPL is a residual category for company’s investment instruments. Any instruments which does not
meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.

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All investments included within the FVTPL category are measured at fair value with all changes
recognized in the Profit and Loss
In addition, the company may elect to designate an instrument, which otherwise meets amortized cost or
FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a
measurement or recognition inconsistency (referred to as ‘accounting mismatch’).
Equity investments
All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are
held for trading are classified as at FVTPL. For all other equity instruments, the Company may make an
irrevocable election to present in other comprehensive income subsequent changes in the fair value.
The Company has not made any such election. This classification is made on initial recognition and is
irrevocable.
If the Company decides to classify an equity instrument as at FVOCI, then all fair value changes on the
instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from
OCI to P&L, even on sale of investment, However, the Company may transfer the cumulative gain or loss
within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes
recognized in the P&L.
Equity investment in subsidiary are measured at cost.
Derecognition
When the Company has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-
through’ arrangement; it evaluates if and to what extent it has retained the risks and rewards of
ownership.
A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial
assets) is primarily derecognised when:
Ÿ The rights to receive cash flows from the asset have expired, or
Ÿ Based on above evaluation, either
(a) the Company has transferred substantially all the risks and rewards of the asset, or
(b) the Company has neither transferred nor retained substantially all the risks and rewards of the
asset, but has transferred control of the asset.
When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor
transferred control of the asset, the Company continues to recognise the transferred asset to the extent
of the Company’s continuing involvement. In that case, the Company also recognises an associated
liability. The transferred asset and the associated liability are measured on a bases that reflect the rights
and obligations that the Company has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the
lower of the original carrying amount of the asset and the maximum amount of consideration that the
Company could be required to repay.
Impairment of financial assets
The Company assesses at each date of balance sheet whether a financial asset or a group of financial
assets is impaired. Ind AS 109 (‘Financial instruments’) requires expected credit losses to be measured
through a loss allowance. The Company recognizes lifetime expected losses for all contract assets and /
or all trade receivables that do not constitute a financing transaction. For all other financial assets,
expected credit losses are measured at an amount equal to the 12-month expected credit losses or at an
amount equal to the life time expected credit losses if the credit risk on the financial asset has increased
significantly since initial recognition.

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ii. Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit
and loss or at amortised cost, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings, net of
directly attributable transaction costs.
The Company’s financial liabilities include trade payables and other payables.
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at amortised cost
After initial recognition, interest-bearing loans and borrowings and other payables are subsequently
measured at amortised cost using the EIR method. Gains and losses are recognised in profit and loss
when the liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or
costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the
statement of profit and loss.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the derecognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts is recognised in the statement of profit and loss.
iii. Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if
there is a currently enforceable legal right to offset the recognised amounts and there is an intention to
settle on a net basis, to realise the assets and settle the liabilities simultaneously.
iv. Reclassification of financial assets
The Company determines classification of financial assets and liabilities on initial recognition. After initial
recognition, no reclassification is made for financial assets which are equity instruments and financial
liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a
change in the business model for managing those assets. Changes to the business model are expected
to be infrequent. The Company’s senior management determines change in the business model as a
result of external or internal changes which are significant to the Company’s operations. Such changes
are evident to external parties. A change in the business model occurs when the Company either begins
or ceases to perform an activity that is significant to its operations. If the Company reclassifies financial
assets, it applies the reclassification prospectively from the reclassification date which is the first day of
the immediately next reporting period following the change in business model. The Company does not
restate any previously recognised gains, losses (including impairment gains or losses) or interest.
3.12 Impairment of non-financial assets
Non-financial assets including Property, plant and equipment with finite life are evaluated for recoverability
whenever there is any indication that their carrying amounts may not be recoverable. If any such indication
exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined
on an individual asset basis unless the asset does not generate cash flows that are largely independent of
those from other assets. In such cases, the recoverable amount is determined for the CGU to which the asset
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If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying
amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the
standalone statement of profit and loss.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is
an indication that previously recognised impairment losses no longer exist or have decreased. If such
indication exists, the Company estimates the asset’s or CGU’s recoverable amount. A previously recognised
impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s
recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying
amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would
have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior
years. Such reversal is recognised in the standalone statement of profit and loss unless the asset is carried at
a revalued amount, in which case, the reversal is treated as a revaluation increase.
3.13 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank, cash in hand and short-term investments with an original
maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term
deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the
Company’s cash management.
3.14 Provisions, contingent liabilities and contingent assets
Provision
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past
events, it is probable that an outflow of resources will be required to settle the obligation and the amount can
be reliably estimated. Provisions are not recognised for future operating losses. Provision are measured at
the present value of management’s best estimate of the expenditure required to settle the present obligation
at the end of the reporting period. Provisions are reviewed at each balance sheet date and adjusted to reflect
the current best estimates.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that
reflects current market assessments of the time value of money and the risks specific to the liability. The
increase in the provision due to the passage of time is recognised as finance cost.
Provision for warranty
Product warranty costs are accrued in the year of sale of products, based on past experiences. The Company
periodically reviews the adequacy of product warranties and adjust warranty percentage and warranty
provisions for actual experience, if necessary.
Contingent liabilities and contingent assets
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence
of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events
not wholly within the control of the Company or a present obligation that arises from past events where it is
either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount
cannot be made. Information on contingent liability is disclosed in the Notes to the Financial Statements.
Contingent assets are not recognized in the financial statements. However, it is disclosed only when an inflow
of economic benefits is probable.
3.15 Government grants
Grants from the government are recognised where there is reasonable assurance that the grant will be
received and the Company will comply with required conditions. Export incentive under duty drawback are
accrued when no significant uncertainties as to the amount of consideration that would be derived and as to
its ultimate collection exist.

139
3.16 Borrowing costs
'Borrowing costs are interest and other costs (including exchange differences relating to foreign currency
borrowings to the extent that they are regarded as an adjustment to interest costs) incurred in connection with
the borrowing of funds.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which
are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are
added to the cost of those assets, until such time as the assets are substantially ready for their intended use or
sale.
Interest income earned on the temporary investment of specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in the statement of profit and loss in the period in which they are
incurred.
3.17 Employee benefits
Short-term employee benefits:
All employee benefits payable wholly within twelve months of rendering the service are classified as short-
term employee benefits. These benefits include salary, wages, short-term compensated absences,
performance incentives, etc. The undiscounted amount of short -term employee benefits expected to be paid
in exchange for the services rendered by employees is recognized during the period of rendering of service by
the employee.
Long-term employee benefits:
(i) Defined contribution plans:
The Company’s contribution to provident fund, superannuation fund, employee state insurance scheme
and labour welfare fund are considered as defined contribution plans. The Company’s contribution paid /
payable under the plans are recognised as an expense in the standalone statement of profit and loss
during the period in which the employee renders the related service.
(ii) Defined benefits plan:
Post-employment benefit:
The Company’s gratuity scheme is a defined benefit plan. The Company’s net obligation in respect of the
gratuity benefit scheme is calculated by estimating the amount of future benefit that employees have
earned in return for their service in the current and prior periods; that benefit is discounted to determine
its present value. The present value of the obligation under such defined benefit plan is determined
based on independent actuarial valuation at the balance sheet date using the Projected Unit Credit
Method, which recognizes each period of service as giving rise to additional unit of employee benefit
entitlement and measures each unit separately to build up the final obligation. The obligation is
measured at the present value of the estimated future cash flows. The discount rates used for
determining the present value of the obligation under defined benefit plan are based on the market yields
on Government securities as at the balance sheet date. Actuarial gains and losses are recognized
immediately in the standalone statement of profit and loss.
Other long-term employment benefit:
The employees can carry-forward a portion of the unutilised accrued compensated absences and utilise
it in future service periods or receive encashment on termination of employment. Since the
compensated absences do not fall due wholly within twelve months after the end of the period in which
the employees render the related service and are also not expected to be utilized wholly within twelve
months after the end of such period, the benefit is classified as a long-term employee benefit. The
Company records an obligation for such compensated absences in the period in which the employee
renders the services that increase this entitlement. The obligation is measured on the basis of
independent actuarial valuation using the projected unit credit method.

140
3.18 Leases
At inception of contract, the Company assesses whether the Contract is, or contains, a lease. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in
exchange for consideration. At inception or on reassessment of a contract that contains a lease component,
the Company allocates consideration in the contract to each lease component on the basis of their relative
standalone price.
As a lessee:
Leases are recognised as a Right-of-Use (RoU) asset at cost with a corresponding lease liability, except for
leases with term of less than twelve months (short term) and low-value assets in accordance with Ind AS 116
‘Leases’.
The cost of the right-of-use assets comprises the amount of the initial measurement of the lease liability, any
lease payments made at or before the inception date of the lease plus any initial direct costs etc.
Subsequently, the right-of-use asset is measured at cost less any accumulated depreciation and
accumulated impairment losses, if any. The right-of-use asset is depreciated using the straight-line method
from the commencement date over the shorter of lease term or useful life of right-of-use assets.
For lease liabilities at the commencement date, the Company measures the lease liability at the present value
of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate
implicit in the lease, if that rate is readily determined, if that rate is not readily determined, the lease payments
are discounted using the incremental borrowing rate.
For short-term and low value leases, the Company recognizes the lease payments as an operating expense
in the Statement of Profit and Loss on a straight-line basis over the lease term.
As a lessor:
Leases in which the Company does not transfer substantially all the risks and rewards incidental to ownership
of an asset are classified as operating leases. Rental income on such operating leases are recognised in the
statement of profit and loss on an accrual basis in accordance with the lease agreement. Initial direct costs
incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset
and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as
revenue in the period in which they are earned.
3.19 Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs)
and the redemption amount is recognised in the statement of profit and loss over the period of the borrowings
using the effective interest method.
Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged,
cancelled or expired. The difference between the carrying amount of a financial liability that has been
extinguished or transferred to another party and the consideration paid, including any non-cash assets
transferred or liabilities assumed, is recognised in the statement of profit and loss as other gains/(losses).
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer
settlement of the liability for at least 12 months after the reporting period.
3.20 Earnings per share
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted
for the effects of all dilutive potential equity shares.

141
3.21 Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of the
financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment
is not due within 12 months after the reporting period.
3.22 Dividends
Provision is made for the amount of any dividend declared, being appropriately authorized and no longer at
the discretion of the Company, on or before the end of the reporting period but not distributed at the end of the
reporting period.
3.23 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief
Operating Decision Maker (“CODM”) of the Company.

142
4 Property, plant and equipment
143
Particulars Freehold Buildings Plant and machinery Computers Furniture and Leasehold Vehicles Office Total
land (including drilling rig) fixtures improvements equipments
Gross block:
As at 31 March 2020 24.54 1,784.86 1,371.19 23.14 51.48 17.48 47.80 10.45 3,330.94
Additions - 13.96 - 9.96 7.56 - 7.69 25.87 65.04
Disposals - - - - - - - - -
As at 31 March 2021 24.54 1,798.82 1,371.19 33.10 59.04 17.48 55.49 36.32 3,395.98

Additions - 272.16 304.19 23.62 45.01 - 22.35 104.21 771.54
Disposals - - (359.19) - - - - (2.39) (361.58)
As at 31 March 2022 24.54 2,070.98 1,316.19 56.72 104.05 17.48 77.84 138.14 3,805.94

Accumulated depreciation:
As at 31 March 2020 - 171.70 192.67 10.11 13.46 4.52 11.31 2.98 406.75
Charge for the year - 155.68 170.31 8.03 10.09 3.35 12.63 2.77 362.86
Disposals - - - - - - - - -
As at 31 March 2021 - 327.38 362.98 18.14 23.55 7.87 23.94 5.75 769.61
Disposals - - (244.95) - - - - (2.29) (247.24)
As at 31 March 2022 - 478.13 294.30 34.30 36.18 10.35 40.41 28.37 922.04
Net block:
As at 31 March 2021 24.54 1,471.44 1,008.21 14.96 35.49 9.61 31.55 30.57 2,626.37
As at 31 March 2022 24.54 1,592.85 1,021.89 22.42 67.87 7.13 37.43 109.77 2,883.90
Notes:
1. Refer note 23 and 26 for information on property, plant and equipment pledged as security by the Company.
2. Refer note 51 for disclosure of contractual commitments for the acquisition of property, plant and equipment.
3. The title deeds of all the immovable properties are held in the name of the Company.

5 Right-of-use assets
Particulars Premises Equipment Land Total
Gross block:
As at 31 March 2020 735.51 148.34 395.96 1,279.80
Additions 1.28 - - 1.28
Disposals - - - -
As at 31 March 2021 736.79 148.34 395.96 1,281.08
Additions - - - -
Disposals - - - -
As at 31 March 2022 736.79 148.34 395.96 1,281.08
Accumulated depreciation :
As at 31 March 2020 236.02 37.36 22.48 295.85
Charge for the year 249.09 37.26 22.42 308.77
Disposals - - - -
As at 31 March 2021 485.11 74.62 44.90 604.62
Disposals - - - -
As at 31 March 2022 704.51 111.88 67.32 883.71
Net block:
As at 31 March 2021 251.68 73.72 351.06 676.46
As at 31 March 2022 32.28 36.46 328.64 397.38
Note:
Lease deeds of all right-of-use assets are held in the name of the Company.
6. Capital work in progress

Particulars Amount
As at 31 March 2020 -
Addition during the year -
Capitalised during the year -
Addition during the year 350.23
Capitalised during the year (151.44)
As at 31 March 2022 198.79
For Capital work in progress ageing, refer note 54.

144
7 Investment property
Particulars Buildings
Gross block:
As at 31 March 2020 715.99
Additions -
Disposals -
As at 31 March 2021 715.99
Additions -
Disposals -
As at 31 March 2022 715.99
As at 31 March 2020 75.74
Charge for the year 67.73
Disposals -
As at 31 March 2021 143.47
Disposals -
As at 31 March 2022 204.03
Net block:
As at 31 March 2021 572.52
As at 31 March 2022 511.96
Notes
(i) Investment property comprise of a commercial building that is leased to third party. Subsequent renewal of
license agreement are negotiated with the tenant and average renewal period ranges between three and five
years.
(ii) Refer note 23 and 26 for information on investment property pledged as security by the Company.
(iii) (a) As at 31 March 2022, the fair value of the property is Rs. 2,917.04 lakhs. This valuation is based on valuation
performed by an accredited independent valuer.
In the previous year, the Company has not obtained valuation report from an independent registered valuer to
determine the fair value of its investment property as at 31 March 2021. Accordingly, fair value disclosure as
required under Ind AS 40 - Investment Property is not provided for the previous year.
(b) The fair value of the Company's investment property has been arrived at using Composite rate method.
Under Composite rate method, rate is arrived using comparable sales instance for similar property with same
specification in the adjoining locality and further adjusted for depreciation on building component. The main
inputs used are age of the building, life of the building, salvage value and composite rate.
(c) Details of the Company's investment property and information about the fair value hierarchy is as follows:
Particulars As at
31 March 2022
Assets for which fair values are disclosed
Investment property
Level 1 -
Level 2 -
Level 3 2,917.04

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(d) Amounts recognised in statement of profit and loss related to investment properties (excluding depreciation
and finance costs)
Particulars Year ended Year ended
31 March 2022 31 March 2021
Rental income from investment property 100.88 92.47
Direct operating expenses arising from investment property that 8.76 5.10
generated rental income during the year
Direct operating expenses arising from investment property that did - -
not generate rental income during the year
8 Other intangible assets

Particulars License Softwares Intellectual Total
Property
Gross block:
As at 31 March 2020 33.75 38.61 - 72.36
Additions 33.75 6.60 - 40.35
Disposals - - - -
As at 31 March 2021 67.50 45.21 - 112.71
Additions - 0.60 60.20 60.80
Disposals - - (60.20) (60.20)
As at 31 March 2022 67.50 45.81 - 113.31
Accumulated amortization:
As at 31 March 2020 3.10 18.57 - 21.67
Charge for the year 11.51 13.49 - 25.00
Disposals - - - -
As at 31 March 2021 14.61 32.06 - 46.67
Charge for the year 14.92 6.09 - 21.01
Disposals - - - -
As at 31 March 2022 29.53 38.15 - 67.68
Net block:
As at 31 March 2021 52.89 13.15 - 66.04
As at 31 March 2022 37.97 7.66 - 45.63
9 Investments (Non-current)
31 March 2022 31 March 2021
Measured at cost:
(i) Investment in equity instruments of subsidiaries (unquoted):
(a) 210,000 (31 March 2021: 210,000) Equity shares of Rs 10 each in 2.10 2.10
Eltech Engineers Madras Private Limited
(b) 90 (31 March 2021: 90) Equity shares of AED 1500 each in 19.38 19.38
MEL Power Systems FZC
(c) 28,462 (31 March 2021: 28,462) Equity shares of Rs 10 each in 2.84 2.84
Evigo Charging Consultants Private Limited
(ii) Investment in preference instruments of subsidiary (unquoted):
6,904 (31 March 2021: 1,866) compulsorily convertible preference shares 69.04 18.66
of Rs 1,000 each in Evigo Charging Consultants Private Limited
(iii) Investment in partnership firm:
Capital in Narhari Engineering Works 826.10 1,067.75

146
31 March 2022 31 March 2021
(iv) Investment in jointly controlled entity:
Capital in Automatic Electronic Controls Manufacturing Co. - 2.76
(a partnership firm)
919.46 1,113.49
Aggregate amount of quoted investments - -
Aggregate market value of quoted investments - -
Aggregate amount of unquoted investments 919.46 1,113.49
Aggregate amount of impairment in value of investment - -
Note:
1 Investment in subsidiaries are stated at cost using the principles of Ind AS 27 'Separate Financial Statements'.
2 Details of investments in partnership firms
Name of Partner As at As at
31 March 2022 31 March 2021
% Share Capital % Share Capital
Narhari Engineering Works:
Marine Electricals (India) Limited 80% 826.10 80% 1,067.75
Mr. Vinay Uchil 10% 67.32 10% 54.33
Mr. Venkatesh Uchil 10% 67.32 10% 54.33
960.74 1,176.41
Automatic Electronic Controls Manufacturing Co.:

Marine Electricals (India) Limited - - 50% 2.76
KDU Enterprises Private Limited - - 50% 4.16
- 6.92
3 The Company has not raised loans during the year on the pledge of securities held in its subsidiaries or jointly
controlled entity (as defined under the act). The Company does not hold any investment in any associates (as
defined under the act) during the year ended 31 March 2022.
10 Other financial assets (Non-current)

31 March 2022 31 March 2021
Unsecured, considered good:
Lease deposits:
- related parties (Refer note 44) - 307.85
- others - 4.72
Security deposits 15.75 16.97
Margin money deposits* 344.32 298.02
306.07 627.56
* The deposits are pledged against bank guarantees issued and for cash credit / letter of credit facilities.

147
11 Deferred tax assets (net)
31 March 2022 31 March 2021
Deferred tax assets:
Provision allowed under tax on payment basis 99.12 82.61
Share issue expenses allowable u/s 35D of the Income-tax Act, 1961 10.04 20.08
Measurement of financial assets and liabilities at amortised cost, net 27.12 20.32
Ind AS 116 - "Leases” 38.62 38.31
Others 2.52 2.64
Total deferred tax asset (A) 177.42 163.96
Deferred tax liabilities

Accelerated depreciation for tax purpose 73.75 109.15
Ind AS 115 - "Revenue from contracts with customers" 4.42 30.66
Total deferred tax liabilities (B) 78.17 139.81
Net Deferred tax Assets (A-B) 99.25 24.15
12 Other non-current assets

31 March 2022 31 March 2021
Prepaid expenses 123.84 36.04
Capital advances 29.63 0.05
Advance towards purchase of equity instruments (Refer note 63) 841.40 -
994.87 36.09
13 Non-current tax assets (net)

31 March 2022 31 March 2021
Advance tax and tax deducted at source (net of provision for tax) 38.93 128.47
38.93 128.47
14 Inventories
(valued at lower of cost and net realisable value, unless otherwise stated)
31 March 2022 31 March 2021
Raw materials 2,149.44 2,120.41
Work in progress 3,545.00 3,738.39
5,694.44 5,858.80
Refer note 23 and 26 for details of inventories pledged against borrowings by the Company.

148
15 Trade receivables
31 March 2022 31 March 2021
Trade receivables 12,024.01 12,808.46
Less: Allowance for expected credit loss (108.47) (103.42)
11,915.54 12,705.03
Refer note 23 and 26 for details of trade receivables pledged against borrowings by the Company.
Refer note 44 for details about related party trade receivables.
Refer note 47 for information about credit risk and market risk of trade receivables.
For trade receivables ageing, refer note 52.
16 Cash and cash equivalents

31 March 2022 31 March 2021
Balances with banks:
- in EEFC account 1.60 52.78
23.64 89.40
17 Bank balances other than cash and cash equivalents

31 March 2022 31 March 2021
744.16 916.60

149
151
18 Loans (Current)
31 March 2022 31 March 2021
Unsecured, considered good :
Loans :
- others 185.94 197.50
Staff loans and advances 61.76 67.24
Other receivables 7.09 8.18
Loans receivables - credit impaired 13.66 23.66

254.79 335.79
Refer note 47 for information about credit risk and market risk of loans.
Notes:
(i) There are no outstanding loans or advances in the nature of loans granted to Promoters, Directors, key
management personnel and their related parties (as defined under Companies Act, 2013), either severally or
jointly with any other person.
(ii) Details of loans / advances in the nature of loans to related parties:
Particulars Debts outstanding as at Maximum balance
31 March 2021 outstanding during the year
Subsidiary
Eltech Engineers Madras Private Limited * - 62.87
(interest rate 10.00%) 62.87 62.87
Figures in italics represents comparative figures of previous year.
* The loan have been given for business purposes.
19 Other financial assets (Current)
31 March 2022 31 March 2021
Lease deposits:
- related parties (Refer note 44) 338.48 -
- others 13.74 7.74
Interest accrued on deposits 55.02 81.60
Unsecured, considered doubtful :

428.32 102.33
Refer note 47 for information about credit risk and market risk of other financial assets.

150
20 Other current assets
31 March 2022 31 March 2021
Balances with government authorities 788.17 608.86
Contract assets 14.46 183.48
Advances to suppliers
- related parties (Refer note 44) 396.31 746.31
- others 1,145.40 2,198.97
2,446.48 3,883.93
21 Equity share capital

31 March 2022 31 March 2021
Authorised :
15,00,00,000 (31 March 2021: 15,00,00,000) 3,000.00 3,000.00
equity shares of Rs. 2 each (31 March 2021: Rs 2 each)
3,000.00 3,000.00
Issued, subscribed and paid-up capital :
12,26,65,250 (31 March 2021: 12,26,65,250) 2,453.31 2,453.31
equity shares of Rs. 2 each (31 March 2021Rs 2 each) fully paid-up
2,453.31 2,453.31
a) Reconciliation of the number of shares:

31 March 2022 31 March 2021
No. of Shares Amount No. of Shares Amount
Outstanding as at the beginning of the year 12,26,65,250 2,453.31 2,45,33,050 2,453.31
Equity shares arising on sub division of
face value from Rs 10/- to Rs 2/- per share # - - 9,8,132,200 -
Outstanding as at the end of the year 12,26,65,250 2,453.31 12,26,65,250 2,453.31
# The equity shares of the Company, during the previous year, have been sub-divided from existing face value of
Rs 10 per equity share to face value of Rs 2 per equity share based on approval by the shareholders through
postal ballot resolution on 04 February 2021.
b) Rights, preference and restrictions attached to the equity shares:
The Company has single class of equity shares having a par value of Rs. 2 each. Each holder of equity shares is
entitled to one vote per share.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the
remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in
proportion to the number of equity shares held by the shareholders.
c) List of shareholders holding more than 5% shares of a class of shares :
As at As at
31 March 2022 31 March 2021
No. of Share %of holding No. of Share %of holding
KDU Enterprises Private Limited 6,34,06,875 51.69% 6,34,06,875 51.69%
Mr. Venkatesh K. Uchil 2,67,72,375 21.83% 2,67,72,375 21.83%

151
d) Details of shares held by the holding company
As at As at
31 March 2022 31 March 2021
e) Disclosure of shareholding of promoters

Disclosure of shareholding of promoters as at 31 March 2022 is as follows:
Promoter's name As at As at % changes during
31 March 2022 31 March 2021 the year
KDU Enterprises Private Limited 6,34,06,875 51.69% 6,34,06,875 51.69% -
Mr. Venkatesh K. Uchil 2,67,72,375 21.83% 2,67,72,375 21.83% -
Mr. Vinay K. Uchil 9,000 0.01% 1,000 0.001% 0.01%
Ms. Tanuja D. Pudhierkar 1,000 0.001% 1,000 0.001% -
9,01,89,250 73.52% 9,01,81,250 73.52% 0.01%
Promoter's name As at As at % changes during
31 March 2021 31 March 2020 the year
Mr. Vinay K. Uchil 1,000 0.01% 1,000 0.001% -
9,01,81,250 73.52% 9,01,81,250 73.52% -
* The equity shares of the Company, during the previous year, have been sub-divided from existing face value of
postal ballot resolution on 04 February 2021. Accordingly, number of shares as at 31 March 2020 have been
computed on the basis of new number of equity shares.
f) The Company has neither allotted any fully paid-up equity share by way of bonus shares, or in pursuant to
contract without payment being received in cash nor has bought back any class of equity shares during the
period of five year immediately preceding the balance sheet date.
22 Other equity
31 March 2022 31 March 2021
Securities premium 3,983.54 3,983.54
General reserve 708.10 708.10
Retained earnings 7,074.25 6,072.59
Other component of equity 196.87 170.05
11,962.76 10,934.28
Nature and purpose of reserves:

Securities premium: Securities premium is used to record the premium on issue of shares. The reserve is utilized
in accordance with the provision of the Companies Act, 2013.

152
General reserve: General reserve is created from time to time by way of transfer of profits from retained earnings for
appropriation purposes. General reserve is created by a transfer of one component of equity to another.
Retained earnings: Retained earnings represents surplus / accumulated earnings of the Company and are
available for distribution to shareholders. Further, it also includes the impact of remeasurements of the defined
benefit obligations, net of tax.
Other component of equity: Other component of equity represents fair value of financial guarantee.
23 Borrowings (Non-current)
31 March 2022 31 March 2021
Non current Current Non current Current
Secured :
Term loans :
(a) From banks :
(i) Vehicle loan {refer note (a) to (c)} 2.12 3.13 5.26 5.84
(ii)Other term loan {refer note (d) to (f)} 423.53 427.40 844.76 505.21
(b) From others:
Vehicle loan {refer note (g)} 13.61 3.77 - -
Unsecured :
Term loans :
(a) From banks {refer note (h)} - - - 14.40
(b) From others {refer note (i)} - - - 3.14
439.26 434.30 850.02 528.59
Notes:
(a) Indian rupee vehicle loans from ICICI Bank Limited outstanding of Rs 2.73 lakhs as at 31 March 2022 (31 March
2021: Rs 4.08 lakhs) secured against hypothecation of vehicles is repayable in 60 monthly installments. The
loans carry interest ranging from 9.00% p.a. to 9.75% p.a. (31 March 2021: 9.00% p.a. to 9.75% p.a.).
(b) Indian rupee vehicle loan from Yes Bank Limited outstanding of Rs Nil as at 31 March 2022 (31 March 2021: Rs
2.97 lakhs) secured against hypothecation of the vehicle is repayable in 37 monthly installments. The loan
carries an interest of NA (31 March 2021: 9.50% p.a.).
(c) Indian rupee vehicle loan from Axis Bank Limited outstanding of Rs 2.52 lakhs as at 31 March 2022 (31 March
2021: Rs 4.05 lakhs) secured against hypothecation of the vehicle is repayable in 36 monthly installments. The
loan carries an interest of 8.76% p.a. (31 March 2021: 8.76% p.a.).
(d) Indian rupee term loan from Kotak Mahindra Bank Limited outstanding of Rs 633.08 lakhs as at 31 March 2022
(31 March 2021: Rs 901.23 lakhs) is primarily secured by equitable mortgage of industrial property at plot no. 54,
57, 55 and 56, Verna Industrial Estate, Phase IV, Salcete, Goa. The loan is repayable in 60 monthly installments.
The loan carries an interest of K-MCLR 6M + Spread of 1.15% p.a. (31 March 2021: K-MCLR 6M + Spread of
1.15% p.a.). The loan is backed by personal guarantee of Mr. Venkatesh Uchil and Mr. Vinay Uchil and corporate
guarantee of KDU Enterprises Private Limited, the Holding Company.
(e) Indian rupee term loan from Kotak Mahindra Bank Limited under Guaranteed Emergency Credit Line (GECL)
under ECLGS scheme outstanding of Rs 178.51 lakhs as at 31 March 2022 (31 March 2021: Rs 216.68 lakhs) is
secured by equitable mortgage of industrial property at plot no. 54, 57, 55 and 56, Verna Industrial Estate, Phase
IV, Salcete, Goa. The loan is repayable in 48 monthly installments including moratorium of 12 months. The loan
carries an interest of 8.00% p.a. (31 March 2021: 8.00% p.a.). The loan is backed by personal guarantee of Mr.
Venkatesh Uchil and Mr. Vinay Uchil and corporate guarantee of KDU Enterprises Private Limited, the Holding
Company.

153
(f) Indian rupee term loan from State Bank of India outstanding of Rs 39.34 lakhs as at 31 March 2022 (31 March
2021: Rs 232.06 lakhs) is primarily secured by hypothecation charge over inventory, book debts and other
movable current assets, present & future at Mumbai and both the Goa plants. The loan is collaterally secured by:
(i) Commercial Building bearing Survey Number: A2, B1, B2, Ground Floor, situated at Unit No. A-2, B-1, B-2,
Ground Floor, Udyog Sadan No. 3, Industrial Computer & Software Premises Co-op. Society Ltd., Near
Seepz Bus Stop, Central Road, Seepz, Andheri East, Mumbai, 400093;
(ii) P & M at (a) B-1, Udyog Sadan- 3 Andheri and (b) S-17/18 Goa;
(iii) Factory Land & Buildings bearing Survey Number: 30, situated at Plot No. 17 & 18, bearing Survey No. 30,
Verna Industrial Estate, Phase I, Village Nagoa, District Salcete, South Goa, Village Nagoa, District Salcete,
Goa, 403722;
(iv) Residential Building bearing Survey Number : 502A and 502B, situated at 502/A and 502/B, Fifth Floor,
Heritage, Hiranandani gardens, CTS Nos. 20(pt), 21(pt), 22(pt) and 30(pt), Powai, Mumbai, 400076;
(v) Commercial Building bearing Survey Number: D-1 & B-3, situated at Unit No. D-1 & B-3, Ground Floor,
Udyog Sadan No. 3, Industrial Computer & Software Premises Co-op. Society Ltd., Near Seepz Bus Stop,
Central Road, Seepz, Andheri East, Mumbai, 400093;
The loan is repayable in 24 monthly installments including moratorium of 6 months. The loan carries an
interest of 1 year MCLR with annual reset (31 March 2021: 1 year MCLR with annual reset). The loan is
backed by personal guarantee of Mr. Venkatesh Uchil and Mr. Vinay Uchil and corporate guarantee of KDU
Enterprises Private Limited, the Holding Company and Philins Industrial Corporation.
(g) Indian rupee vehicle loan from Kotak Mahindra Prime Limited outstanding of Rs 17.38 lakhs as at 31 March 2022
(31 March 2021: Rs Nil) secured against hypothecation of vehicle is repayable in 60 monthly installments. The
loan carries an interest of 7.72% p.a. (31 March 2021: NA)
(h) Indian rupee term loan from ICICI Bank Limited outstanding of Rs Nil as at 31 March 2022 (31 March 2021: Rs
14.40 lakhs). The loan is unsecured and is repayable in 15 monthly installments. The loan carries an interest of
NA (31 March 2021: 16.50% p.a.).
(i) Indian rupee term loan from Tata Capital Financial Services Limited outstanding of Rs Nil as at 31 March 2022
(31 March 2021: Rs 3.14 lakhs). The loan is unsecured and is repayable in 12 monthly installments. The loan
carries an interest of NA (31 March 2021: 16.50% p.a).
Net Debt Reconciliation
31 March 2022 31 March 2021
Current borrowings 1,901.37 3,014.94
Non-current borrowings (including current maturities of long-term debts) 873.56 1,378.61
Lease liabilities 127.80 380.10
2,902.73 4,773.65
Particulars Current Non-Current Lease Total

borrowings borrowings liabilities
Balance as at 31 March 2020 2,166.00 1,144.62 630.29 3,940.91
Cash flows (net) 868.94 217.29 (303.21) 783.03
Interest expense 310.66 132.80 53.02 496.48
Interest paid (330.66) (132.94) - (463.61)
Other non-cash movements:
Effective interest rate adjustment - 16.83 - 16.83

154
Cash flows (net) (1,113.57) (516.40) (278.23) (1,908.20)
Interest paid (174.19) (96.10) - (270.30)
Balance as at 31 March 2022 1,901.37 873.56 127.80 2,902.73
24 Lease liabilities (refer note 45)

31 March 2022 31 March 2021
Non-current 59.57 132.04
Current 68.23 248.06
Total 127.80 380.10
25 Provisions (Non-current)
31 March 2022 31 March 2021
Provision for employees benefits
Gratuity (refer note 43) 226.23 182.76
Compensated absences (refer note 43) 60.54 46.36
286.77 229.12
26 Borrowing (Current)
31 March 2022 31 March 2021
Secured
Cash credits from banks(refer note (a) to (d)) 1,901.37 3,014.94
Current maturities of long-term borrowings (refer note 23) 434.30 528.59
2,335.67 3,543.53
Notes:
a) Cash credit facility from Axis Bank Limited outstanding of Rs 43.97 lakhs as at 31 March 2022 (31 March 2021:
Rs 248.11 lakhs) carrying interest of Repo + 5.25% (31 March 2021: 3 month MCLR + 2 bps) is repayable on
demand. These are secured by hypothecation of entire current assets including stock, raw material, semi-
finished goods, consumable stores, receivables, bills, deposits etc. and moveable fixed assets both present and
future of the Company in pari passu with other banks. The facility is collaterally secured by exclusive charge on
industrial property siutated at Plot No. C1, B-71 and C1, B-72, GIDC Industrial Estate, Surat Hazira Road,
Ichchpore, Bhatpore, Opp. GAIL Colony, Surat - 394510 and exclusive charge on land and building at Plot No.
N-51, 52, 59 & 60, Phase IV, Verna Industrial Estate, Salcete, Goa owned by the Company.
The facility is backed by personal guarantee of Mr. Venkatesh Uchil and Mr. Vinay Uchil and corporate guarantee
of KDU Enterprises Private Limited, the Holding Company.
b) Cash credit facility from State Bank of India outstanding of Rs 1,410.27 lakhs as at 31 March 2022 (31 March
2021: Rs 2,696.73 lakhs) carrying interest of 2.75% above 6M MCLR (31 March 2021: 3.5% above 1 year
MCLR) is repayable on demand. These are secured by 1st pari passu hypothecation charge over inventory,
book debts and other movable current assets, present & future at Mumbai and Goa plants. The facility is
collaterally secured by:

155
i) Equitable / Registered Mortgage of Unit No B-1, Ground Floor, Industrial Computer and Software Premises
Co-Op. Soc. Ltd., Udyog Sadan-3, Plot no-F-4+5+6, MIDC, Andheri (E), Mumbai owned by the Company;
ii) Equitable Mortgage on factory premises at S-17/18, Verna Industrial Estate, Phase-1, Verna Electronic City,
Salcete, Goa owned by the Company;
iii) Hypothecation of all Plant & Machinery, present and future at Mumbai and Goa plants;
iv) Equitable / Registered Mortgage on Unit No A-2, Ground Floor, Industrial Computer and Software Premises
Co-Op. Soc. Ltd., Udyog Sadan No.3, Central Road, Near Seepz Bus Depot, Andheri (E), Mumbai owned by
M/s Philins Industrial Corporation;
v) Equitable / Registered Mortgage of Unit No B-2, D-1, B-3 Ground Floor, Industrial Computer and Software
Premises Co-Op. Soc. Ltd., Udyog Sadan No.3, Central Road, Near Seepz Bus Depot, Andheri (E), Mumbai
owned by KDU Enterprises Pvt. Ltd.;
vi) Equitable / Registered Mortgage on 502/A and 502/B, Fifth Floor, Heritage, Hiranandani Gardens, CTS Nos.
20(pt), 21(pt), 22(pt) and 30(pt), Powai, Mumbai - 400076 owned by Mr. Venkatesh Uchil.
The facility is backed by personal guarantee of Mr. Venkatesh Uchil and Mr. Vinay Uchil and corporate
guarantee of KDU Enterprises Private Limited, the Holding Company and Philins Industrial Corporation.
c) Cash credit facility from ICICI Bank Limited outstanding of Rs Nil as at 31 March 2022 (31 March 2021: Rs 70.10
lakhs) carrying interest of NA (31 March 2021: I-MCLR 6M + 1.90% p.a.) is repayable on demand. These are
secured by first pari-passu hypothecation on firm's entire stocks of raw materials, semi-finished and finished
goods, consumable stores and spares and such other moveable, including book debts, bills whether
documentary or clean, outstanding monies, receivables, both present and future, in a form and manner
satisfactory to the Bank. The facility is collaterally secured by equitable mortgage of commercial property at C1
and C2, Udyog Sadan 3, MIDC, Andheri East, Mumbai which is owned by KDU Enterprises Limited, the Holding
Company, equitable mortgage of commercial property at Plot No.16, Road No. 9, MIDC, Andheri East, Mumbai
which is owned by the Company.
d) Cash credit facility from Indusind Bank outstanding of Rs 447.13 lakhs as at 31 March 2022 (31 March 2021: Rs
Nil) carrying interest of floating rate of 6M CD rate + 5.31% (31 March 2021: NA) is repayable on demand. These
are secured by first pari-passu charge on entire current assets of the Company.
e) The quarterly returns/ statements read with subsequent revisions, if any, filed by the Company with the banks are
in agreement with the books of accounts.
27 Trade payables
31 March 2022 31 March 2021
Total outstanding dues to micro and small enterprises (Refer note 42) 81.22 50.42
Total outstanding dues to creditors other than micro and small enterprises* 7,951.76 8,995.94
Total 8,032.98 9,046.36
* For details about related party trade payables, refer note 44.
For trade payables ageing, refer note 53.

156
28 Other financial liabilities (Current)
31 March 2022 31 March 2021
Interest accrued but not due on borrowings 4.07 6.14
Lease deposits 20.00 20.00
Employee dues payable 213.02 202.56
Unpaid dividends 0.92 -
Creditors for purchase of property, plant and equipment 305.59 31.59
543.60 260.29
29 Other current liabilities

31 March 2022 31 March 2021
Contract liabilities 729.21 1,006.17
Statutory dues payable 84.36 50.63
Other payables 787.59 787.59
1,601.16 1,844.39
30 Provision (Current)
31 March 2022 31 March 2021
Provision for employee benefits:
Gratuity (Refer note 43) 21.50 22.38
Compensated absences (Refer note 43) 1.29 1.89
22.79 24.24
31 Current tax liabilities (net)

31 March 2022 31 March 2021
Provision for tax (net of advance tax) 151.51 197.39
151.51 197.39
32 Revenue from operations

31 March 2022 31 March 2021
Revenue from contract with customers:
Sale of products:
- Electricals and electronics 30,149.08 16,452.48
- Solar 48.58 1,113.30
30,197.66 17,565.78
.
Sale of services:
- Solar 181.50 672.72
2,045.58 2,387.50
Other operating revenues:

Duty drawback 45.32 34.09
32,288.56 19,987.37
157
Disaggregation of revenue:
The Company has performed a disaggregated analysis of revenues considering the nature, amount, timing and
uncertainty of revenues. This includes disclosure of revenues by geography and timing of recognition.
Revenue by geography:
31 March 2022 31 March 2021
- Within India 29,348.06 17,400.53
- Outside India # 2,895.18 2,552.75
32,243.24 19,953.28
# including deemed export of Rs 164.21 lakhs (31 March 2021: Rs 124.42 lakhs)
Revenue by time:
31 March 2022 31 March 2021
Over a period of time 230.08 1,786.02
At a point in time 32,013.16 18,167.26
32,243.24 19,953.28
Reconciliation of revenue recognised with contract price:

31 March 2022 31 March 2021
Contract price 32,243.24 19,953.28
Adjustments for:
Claims and rebates - -
32,243.24 19,953.28
Trade receivables and contract balances:
The Company classifies the right to consideration in exchange for deliverables as either a receivable or as contract
asset.
A receivable is a right to consideration that is unconditional upon passage of time.
The contract assets primarily relate to the Company’s right to consideration for work completed but not billed at the
reporting date. The contract assets are transferred to receivables when the right become unconditional. Contract
assets are presented in note 20.
The contract liabilities primarily relate to the advance consideration received from customers. Contract liabilities are
presented in note 29.
Trade receivables are presented net off loss allowance in note 15.
Movement in contract balances:
31 March 2022 31 March 2021
Movement in contract assets:
Opening balances as on 1 April 183.48 -
Add: Revenue recognized during the year - 183.48
Less: Invoiced during the year (169.02) -
Closing balance as on 31 March 14.46 183.48
Movement in contract liabilities:
Opening balances as on 1 April 1,006.17 835.48
Less: Revenue recognised in the reporting period that was included (852.71) (596.44)
in the contract liability balance at the beginning of the period
Add: Deferred revenue and advance from customers 575.75 767.13
Closing balance as on 31 March 729.21 1,006.17

158
33 Other income
31 March 2022 31 March 2021
Interest income on:
- financial instruments at amortised cost 30.80 31.10
- term deposits 50.92 84.76
- inter corporate loan 14.64 39.86
- advance towards purchase of equity instruments {Refer note 63(b)} 9.73 -
- others - 0.04
Finance guarantee income 0.45 0.23
Exchange gain (net) 127.02 4.08
Share of profit in a partnership firm 103.90 39.64
Liabilities/ sundry balances written back 60.91 3.67
Allowance for expected credit loss written back 10.00 20.56
Rental income 111.68 92.47
Sale of scrap 4.24 8.23
Insurance claim 9.45 6.85
Sales tax refund 16.27 27.45
Miscellaneous income 0.22 -
550.23 358.94
34 Cost of materials consumed

31 March 2022 31 March 2021
Inventory of materials at the beginning of the year 2,120.41 2,042.86
Add: Purchases 24,505.54 14,513.31
26,625.95 16,556.17
Less: Inventory of materials at the end of the year 2,149.44 2,120.41
24,476.51 14,435.76
35 Changes in inventories of finished goods and work in progress

31 March 2022 31 March 2021
Inventories at the beginning of the year:
3,738.39 3,539.47
Inventories at the end of the year:
3,545.00 3,738.39
193.39 (198.92)
36 Employee benefits expense

31 March 2022 31 March 2021
Salaries, wages and allowances 1,947.79 1,597.30
Contribution to provident and other funds (Refer note 43) 97.22 75.86
Staff welfare 112.22 41.44
2,239.79 1,764.01

159
37 Finance costs
31 March 2022 31 March 2021
Interest expense on:
- borrowings from banks and others 268.23 443.46
- statutory payments 1.71 21.56
- lease liabilities 25.93 53.02
Bank charges 309.05 208.16
Corporate guarantee fees 26.82 25.90
Other financial charges 0.02 0.91
645.18 772.56
38 Depreciation and amortization expense

31 March 2022 31 March 2021
Depreciation on property, plant and equipment 399.67 362.86
Depreciation on right-of-use assets 279.09 308.77
Depreciation on investment property 60.56 67.73
Amortization on intangible assets 21.01 25.00
760.33 764.36
39 Other expenses
31 March 2022 31 March 2021
Rent 90.14 27.17
Power and fuel 92.21 63.74
Repair and maintenance
- plant and machinery 74.90 36.83
- buildings 1.27 1.35
Vehicle running expense 21.92 13.73
Rates and taxes 41.74 41.88
Insurance 27.58 25.77
Liquidation damages 208.92 150.26
Inspection charges 184.20 86.33
Commissioning expenses 295.38 175.31
Clearing and forwading charges 546.67 280.85
Traveling and conveyance 130.80 100.79
Postage and communication 37.94 30.51
Legal and professional fees 553.67 429.06
Payment to auditors (Refer note below) 15.37 19.03
Contribution towards Corporate Social Responsibility (Refer note 49) 15.85 21.40
Director sitting fees 5.55 5.00
Share of loss in a jointly controlled entity 2.42 0.13
Housekeeping and security charges 63.86 49.51
Printing and stationery 31.49 23.84
Sales promotion and advertisement expenses 40.53 14.70
Allowance for expected credit loss 5.05 -
Loss on sale of property, plant and equipment (net) 85.34 -
Miscellaneous expenses 92.64 35.04
2,759.88 1,722.72

160
Note:
Payment to auditors comprise:
31 March 2022 31 March 2021
To statutory auditor:
- for audit 11.75 16.25
- for limited review 3.50 2.50
- for certification 0.10 0.15
- for reimbursement of expenses 0.02 0.13
15.37 19.03
40.Income tax
The major components of income tax expense for the year ened 31 March 2022 and 31 March 2021 are :
31 March 2022 31 March 2021
Statement of profit and loss section
Current income tax :
Current income tax charge 535.56 249.00
Deferred tax charge/(credit) :
Relating to origination and reversal of temporary differences (75.22) 53.97
Income tax expense reported in the statement of profit and loss 517.07 302.97
Other comprehensive income section

517.19 308.56
Reconciliation of tax expense and the accounting profit

31 March 2022 31 March 2021
Accounting profit before tax 1,763.71 1,085.82
Computed tax expense : 443.89 273.28
At statutory income tax rate of 25.168% (31 March 2021: 25.168%)
Adjustments for :
Amounts which are non-deductible in calculating taxable income 5.80 17.79
Expenses deductible for tax purpose (8.43) (10.04)
Income which is exempt for tax purpose (25.72) (10.80)
Effect of difference in tax rate 8.68 -
Others 36.25 38.33
At the effective income tax rate 517.19 308.56
Income tax expense reported in statement of profit and loss 517.19 308.56

161
Deferred tax relates to the following
Particulars Balance sheet Statement of profit and loss
As at As at For the year ended For the year ended
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Provision allowed under tax on 99.12 82.61 16.51 1.47
payment basis
Share issue expenses allowable 10.04 20.08 (10.04) (10.05)
u/s 35D of the Income-tax Act, 1961
Measurement of financial assets and 27.12 20.32 6.80 (3.82)
liabilities at amortised cost, net
Ind AS 116 - "Leases” 38.62 38.31 0.31 6.36
Ind AS 115 - "Revenue from contracts (4.42) (30.66) 26.24 (62.11)
with customers”
Others 2.52 2.64 (0.12) (5.68)
Accelerated depreciation for tax purpose (73.75) (109.15) 35.40 14.27
Net deferred tax expense / (income) 75.10 (59.56)
Net deferred tax assets / (liabilities) 99.25 24.15
Reflected in the balance sheet as follows

31 March 2022 31 March 2021
Deferred tax liabilities (78.17) (139.82)
Deferred tax assets 177.42 163.97
Deferred tax assets / (liabilities), net 99.25 24.15
Reconciliation of deferred tax (liabilities) / assets, net

31 March 2021 31 March 2020
Opening balance as on April 1 24.15 83.71
Tax (income) / expense during the year recognised in statement of profit and loss (75.22) 53.97
Tax (income) / expense during the year recognised in other comprehensive income 0.12 5.59
Closing balance 99.25 24.15
The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax
assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied
by the same tax authority.
41.Earnings per share
The following table set forth the computation of basic and dilutive earnings per share:
31 March 2022 31 March 2021
Net profit for the year attributable to equity shareholders 1,246.64 782.85
Weighted average number of shares 12,26,65,250 12,26,65,250
Earnings per equity share* [Face value of Rs. 2 each] (Rupees) 1.02 0.64
* Basic and diluted earnings per share during the current year are same as the Company has no potentially dilutive
equity shares outstanding as at the year end.

162
Reconciliation of shares used in computing earnings per share
31 March 2022 31 March 2021
No. of equity shares at the beginning of the year * 12,26,65,250 12,26,65,250
Add: Shares issued during the year - -
Less: Shares bought back during the year - -
No. of equity shares at the end of the year 12,26,65,250 12,26,65,20
Weighted average number of equity shares of Rs. 2 each used for 12,26,65,250 12,26,65,250
calculation of basic and diluted earnings per share
* The equity shares of the Company, during the previous year, have been sub-divided from existing face value of Rs
10 per equity share to face value of Rs 2 per equity share based on approval by the shareholders through postal
ballot resolution on 04 February 2021. Accordingly, basic and diluted earnings per equity share for previous year
have been computed on the basis of new number of equity shares.
42.Dues to micro, small and medium enterprises
The information regarding Micro and Small Enterprises has been determined to the extent such parties have been
identified on the basis of information available with the Company.
31 March 2022 31 March 2021
Principal amount remaining unpaid 81.22 50.42
Interest accrued and due thereon remaining unpaid - -
Interest paid by the Company in terms of section 16 - -
of MSMED Act 2006, along with the amount of the payment
made to the suppliers and service providers beyond the
appointed day during the year
Interest due and payables for the period of delay in making - -
payment (which has been paid but beyond the appointed
day during the year), but without adding the interest
specified under MSMED Act, 2006.
Interest accrued and remaining unpaid as at the end of - -
the year
Further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues
as above are actually paid to the small enterprise for the
purpose of disallowance as a deductible expenditure
under section 23 of the MSMED Act, 2006.
There are no amounts of interest paid during the year for payments made beyond the appointed day. Also, there is
no amount of interest accrued and remaining unpaid as at period end for principal amount outstanding beyond the
appointed day.

163
42.Employee benefits
The Company makes contributions, determined as a specified percentage of employees salaries, in respect of
qualifying employees towards provident fund, employees state insurance scheme and labour welfare scheme,
which are defined contribution plans. The obligation of the Company is limited to the amount contributed and it
has no further contractual nor any constructive obligation. The contributions are charged to the statement of
profit and loss as they accrue. The amount recognized as an expense towards contribution to provident and other
funds for the year aggregated to Rs. 97.22 lakhs (31 March 2021: Rs 75.86 lakhs).
(ii) Defined benefit plans:
The Company operates an unfunded post-employment defined benefit plan that provides for gratuity benefit.
The gratuity plan entitles an employee, who has rendered at least five years of continuous service, to receive
gratuity at 15 days salary (salary last drawn) for each completed years of service at the time of retirement / exit.
The Company determines the gratuity liability based on the actuarial valuation using Projected Unit Credit
Method by an Independent firm of Actuaries that is registered with The Institute of Actuaries of India.
The following table summarizes the position of obligation relating to gratuity plan:
Reconciliation of Defined Benefit Obligation (DBO)
31 March 2022 31 March 2021
Present value of DBO at start of the year 205.14 190.10
Current service cost 40.64 35.76
Interest cost 14.15 12.55
Benefits paid (11.73) (11.06)
Re-measurements
Actuarial loss / (gain) from changes in financial assumptions (8.20) (7.39)
Actuarial loss / (gain) from experience over the past year 7.73 (14.82)
Present value of DBO at end of the year 247.73 205.14
Net Liability / (Asset) recognised in the Balance Sheet

31 March 2022 31 March 2021
Present value of DBO 247.73 205.14
Fair value of plan assets - -
Liability / (Asset) recognised in the Balance Sheet 247.73 205.14
Expense recognised in the statement of profit and loss

31 March 2022 31 March 2021
Net interest on net defined benefit liability / (asset) 14.15 12.55
Total 54.79 48.31
Income / (Loss) recognised in other comprehensive income

31 March 2022 31 March 2021
Actuarial (loss) / gain from changes in financial assumptions 8.20 7.39
Actuarial (loss) / gain from experience over the past year (7.73) 14.82
Total income / (loss) 0.47 22.21

164
Actuarial assumptions
31 March 2022 31 March 2021
Salary growth rate 8% p.a. 8% p.a.
Discount rate 7.2% p.a. 6.9% p.a.
Interest rate on Net DBO 6.9% p.a. 6.6% p.a.
Withdrawal rate 2% p.a. 2% p.a.
Mortality rates IALM 2012-14 (Ult.) IALM 2012-14 (Ult.)
Weighted average duration of the obligation 12 years 12 years
Experience adjustments
31 March 2022 31 March 2021
Defined benefit obligation 247.73 205.14
Funded Status [Surplus/ (Deficit)] (247.73) (205.14)
Exp. Adj. on plan liabilities: (gain) / loss 7.73 (14.82)
Exp. Adj. on plan assets: gain / (loss) NA NA
Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the defined benefit obligation by the amount shown below:
Particulars For the year ended 31 March 2022
Increases 1% Decreases 1%
Salary growth rate DBO increases by DBO decreases by
Rs 28.64 lakhs Rs. 24.48 lakhs
Discount rate DBO decreases by DBO increases by
Rs 24.44 lakhs Rs 29.16 lakhs
Withdrawal rate DBO decreases by DBO increases by
Mortality (increase in expected lifetime by 1 year) DBO increases by NA
Rs 0.03 lakhs
Mortality (increase in expected lifetime by 3 years) DBO increases by NA
Rs 0.09 lakhs

Rs 0.04 lakhs
Rs 0.11 lakhs

165
The sensitivity is performed on the DBO at the respective valuation date by modifying one parameter whilst
retaining other parameters constant. The sensitivity analysis presented above may not be representative of the
actual change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in
isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the projected benefit obligation
has been calculated using the projected unit credit method at the end of the reporting period, which is the same
method as applied in calculating the projected benefit obligation as recognised in the balance sheet.
Risk exposures:
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are
detailed below:
(A)Salary Increases: Actual salary increases will increase the plan’s liability. Increase in salary increase rate
assumption in future valuations will also increase the liability.
(B) Discount Rate: Reduction in discount rate in subsequent valuations can increase the plan’s liability.
(C)Withdrawals: Actual withdrawals proving higher or lower than assumed withdrawals and change of
withdrawal rates at subsequent valuations can impact plan’s liability.
(D)Mortality & disability: Actual deaths and disability cases proving lower or higher than assumed in the
valuation can impact the liabilities.
(iii) Other long-term employee benefits:
Compensated absences
The compensated absences cover the company’s liability for earned leave.
The Company has recognised an amount of Rs. 27.77 lakhs (31 March 2021: Rs. 2.93 lakhs) as an expense
towards compensated absences and included in “Employee benefits expense” in the Statement of Profit and
Loss. The Company has determined the liability for compensated absences based on the actuarial valuation
using Projected Unit Credit Method.

166
44 Related party disclosures
A) Name of related parties
(I) Holding Company
KDU Enterprises Private Limited
(II) Other related parties
(a) Subsidiary companies / step down subsidiary
Eltech Engineers Madras Private Limited
Evigo Charging Consultants Private Limited (w.e.f. 09 October 2020)
STI SRL, a subsidiary company of MEL Power Systems FZC
(b) Partnership firm in which Company is partner
Narhari Engineering Works
(c) Jointly controlled entity
Automatic Electronic Controls Manufacturing Co.
(d) Partnership firms in which directors are partners*
DKM Precision Engineers
Philins Industrial Corporation
(e) Enterprises in which directors have significant influence*
KDU Marine Equipment Trading and Maintenance LLC
KDU Worldwide Technical Services FZC
KDU Worldwide Technical Services Ghana Private Limited
Mcgeoch Marine Electricals Private Limited
Switch N Control Gears Private Limited
(III) Key management personnel and relatives
(a) Whole-time directors
Mr. Vinay Uchil, Chairman and Executive Director
Mr. Venkatesh Uchil, Managing Director
(b) Non-whole-time directors
Mr. Madan Pendse, Non Executive Independent Director
Mr. Shailendra Shukla, Non Executive Non Independent Director
Mr. Nikunj Mishra, Non Executive Independent Director
Mr. Vikas Jaywant, Non Executive Independent Director
Mr. Mohan Rao, Non Executive Independent Director (w.e.f. 30 May 2020)
Ms. Tanuja Pudhierkar, Non Executive Non Independent Director
Ms. Archana Rajagopalan, Non Executive Independent Director (w.e.f. 23 February 2021)
(c) Executive officers
Mr. Aditya Desai, Chief Financial Officer (upto 23 June 2020)
Ms. Namita Sethia, Chief Financial Officer (w.e.f. 30 July 2020)
Ms. Reesha Ratanpal, Company Secretary (upto 25 February 2021)
Ms. Mitali Ambre, Company Secretary (w.e.f. 27 February 2021)
(d) Relatives
Ms. Rashmi Uchil, Wife of Mr. Vinay Uchil
Ms. Reshma Uchil, Wife of Mr. Venkatesh Uchil
* Restricted to entities with whom the Company has transactions during the reporting years or balances as at the end of
reporting years.

167
B) Related party transactions during the year
31 March 2022 31 March 2021
a) Lease rent payment
KDU Enterprises Private Limited 277.89 230.10
Philins Industrial Corporation 35.40 35.40
Ms. Rashmi Uchil 9.00 7.20
b) Rental income
Switch N Control Gears Private Limited 12.74 -
c) Interest income on inter corporate loan

Eltech Engineers Madras Private Limited - 5.00
d) Professional fees
Switch N Control Gears Private Limited 50.14 54.16
e) Share in profit / (loss) of partnership firm / jointly controlled entity

Narhari Engineering Works 103.90 39.64
Automatic Electronic Controls Manufacturing Co. (2.42) (0.13)
f) Finance guarantee income

Narhari Engineering Works 0.45 0.23
g) Purchases
KDU Marine Equipment Trading and Maintenance LLC 0.50 7.29
MEL Power Systems FZC 115.55 124.55
Narhari Engineering Works - 0.47
STI SRL 52.38 38.95
h) Sales
Mcgeoch Marine Electricals Private Limited 82.41 55.08
KDU Enterprises Private Limited - 114.83
Switch N Control Gears Private Limited - 21.58
Evigo Charging Consultant Private Limited 18.07 -
i) Advance paid to suppliers

Eltech Engineers Madras Private Limited 22.17 -
Evigo Charging Consultant Private Limited - 7.15
j) Advance to suppliers received back

Mcgeoch Marine Electricals Private Limited 18.07 -
Philins Industrial Corporation 23.98 -
DKM Precision Engineers 300.00 -

168
31 March 2022 31 March 2021
k) Capital withdrawl
Automatic Electronic Controls Manufacturing Co. 0.34 -
Narhari Engineering Works 346.00 -
l) Investment in equity instruments of subsidiary

m) Investment in preference instruments of subsidiary

Evigo Charging Consultant Private Limited 50.38 18.66
n) Purchase of intellectual property

o) Sale of intellectual property

p) Loan repaid
q) Interest on loan repaid

r) Corporate guarantee fees

s) Bad debts written off

KDU Worldwide Technical Services Ghana Private Limited 5.81 -
t) Transactions with key management personnel and relatives

Salaries and other employee benefits to whole-time directors, 152.19 129.76
executive officers and relatives *
Director sitting fees to non-executive / independent directors 5.55 5.00
* As the future liability for gratuity and compensated absences is provided on an actuarial basis for the Company as
a whole, the amount pertaining to key management personnel is not ascertainable and therefore not included
above.
Note:
Amounts of transactions during the year pertaining to statement of profit and loss are gross of taxes, wherever
applicable.

169
C) Outstanding balances as at year end
31 March 2022 31 March 2021
a) Loan receivable
b) Interest receivable on loan

c) Trade receivables
DKM Precision Engineers 19.16 43.66
KDU Worldwide Technical Services Ghana Private Limited 45.58 50.99
Evigo Charging Consultant Private Limited 18.07 -
d) Advance to suppliers
DKM Precision Engineers - 300.00
Eltech Engineers Madras Private Limited 128.34 106.17
Mcgeoch Marine Electricals Private Limited - 18.07
Philins Industrial Corporation - 23.98
STI SRL 267.97 267.97
e) Trade payables
KDU Worldwide Technical Services FZC - 15.23
STI SRL 8.51 45.72
f) Lease deposits
g) Investment in equity instruments of subsidiaries
Eltech Engineers Madras Private Limited 2.10 2.10
Evigo Charging Consultants Private Limited 2.84 2.84
h) Investment in preference instruments of subsidiary
Evigo Charging Consultants Private Limited 69.04 18.66
i) Investment in capital of partnership firm
Narhari Engineering Works 826.10 1,067.75
j) Investment in capital of jointly controlled entity
Automatic Electronic Controls Manufacturing Co. - 2.76
k) Payables to key management personnel and relatives
above.
170
45.Leases
The following is the break-up of lease liabilities as at reporting date
31 March 2022 31 March 2021
Current 68.23 248.06
Total 127.80 380.10
The following is the movement of lease liablities
31 March 2022 31 March 2021
Balance at the start of the year 380.10 630.29
Lease rent payment (278.23) (303.21)
Finance cost incurred 25.93 53.02
Balance at the end of the year 127.80 380.10
Amount recognized in statement of profit and loss
31 March 2022 31 March 2021
Interest on lease liabilities 25.93 53.02
Expense relating to short-term leases and low value assets 90.14 27.17
395.16 388.96
The maturity analysis of lease liabilities is disclosed in Note 47.
46 Segment information
Operating segments are defined as components of an enterprise for which discrete financial information is available
that is evaluated regularly by the Chief Operating Decision Maker ("CODM"), in deciding how to allocate resources
and assessing performance. The Board of Directors of the Company are identified as the CODM. Based on the
nature of products and services, the risk and return profile of individual business and the internal business reporting
systems, the Company has identified its reportable segments as under:
a. Electricals and Electronics
b. Solar
31 March 2022 31 March 2021
A. Segment revenue
(a) Electricals and Electronics 32,058.48 18,201.35
(b) Solar 230.08 1,786.02
Revenue from operations 32,288.56 19,987.37
B. Segment results
(b) Solar (393.38) (488.17)
Total 2,065.73 1,552.99
Less: Finance costs (645.18) (772.56)
Add: Other unallocable income net of unallocable expenses 343.16 305.38

171
Assets and liabilities used in the Company's business are not identified to any of the reportable segments as
these are used interchangeably between segments. The Company believes that it is currently not practicable to
provide segmental disclosure relating to total assets and liabilities since a meaningful segregation of the
available data could be onerous.
Information about major customers
There are 2 (31 March 2021: Nil) customers contributing in excess of 10% of the total revenue of the Company
amounting to Rs 10,665.29 lakhs for the year ended 31 March 2022 (31 March 2021: Nil).
47.Financial instruments
The classification of each category of financial instruments and their carrying amounts are as below:
31 March 2022 31 March 2021
Financial assets measured at amortized cost:
Trade receivables ^ 11,915.54 12,705.03
Cash and cash equivalents ^ 23.64 89.40
Bank balances other than cash and cash equivalents ^ 744.16 916.60
Loans ^ 254.79 335.79
Other financial assets ^ 788.39 729.89
Total financial assets 13,726.52 14,776.72
Financial liabilities measured at amortized cost:

Borrowings ^ 2,774.93 4,393.55
Lease liabilities ^ 127.80 380.10
Trade payables ^ 8,032.98 9,046.36
Other financial liabilities ^ 543.60 260.29
Total financial liabilities 11,479.31 14,080.30
There are no financial instruments that have been classified as Fair Value through Profit and Loss (FVTPL) and Fair
Value through Other Comprehensive Income (FVTOCI).
^ Fair values for these financial instruments have not been disclosed because their carrying amount are a
reasonable approximation of their fair values.
Fair value hierarchy
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
Financial instruments - risk management
The Company has exposure to the following risks arising from financial instruments: credit risk (refer note (b) below);
liquidity risk (refer note (c) below) and market risk (refer note (d) below):
(a) Risk management framework
The Company's board of directors has overall responsibility for the establishment and oversight of the
Company's risk management framework. The Company's risk management policies are established to identify
and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and
adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market
conditions and the Company's activities.
172
The Company’s board oversees how management monitors compliance with the Company’s risk management
policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks
faced by the Company. The Company, through its training and management standards and procedures, aims to
maintain a disciplined and constructive control environment in which all employees understand their roles and
obligations.
(b) Credit risk
Credit risk is the risk that a counter party fails to discharge its obligation to the Company. The maximum credit risk
comprises the carrying amounts of the financial assets. The Company's exposure to credit risk arises mainly
from cash and cash equivalents, other bank balances, trade receivables, loans and other financial assets. The
Company continuously monitors defaults of customers and other counterparties and incorporates this
information into its credit risk controls.
(i) Credit risk management
Credit risk rating
The Company assesses and manages credit risk of financial assets based on following categories arrived on
the basis of assumptions, inputs and factors specific to the class of financial assets.
A: Low credit risk
B: Moderate credit risk
C: High credit risk
Credit rating Particulars As at As at
31 March 2022 31 March 2021
A : Low credit risk Cash and cash equivalents, other bank 13,726.52 14,776.72
balances, trade receivables, loans and other
financial assets.
(ii) Credit risk exposure

Cash and cash equivalents and other bank balances
Credit risk related to cash and cash equivalents and other bank balances is managed by accepting highly
rated banks and diversifying bank deposits and accounts in different banks. Management does not expect
any losses from non-performance by these counter parties.
Loans and other financial assets measured at amortized cost
Loans and other financial assets measured at amortized cost includes lease deposits, staff advances,
interest accrued on deposits, loans and other receivables. Credit risk related to these is managed by
monitoring the recoverability of such amounts continuously, while at the same time internal control system in
place ensures that amounts are within defined limits. The expected credit loss on these financial instruments
is expected to be insignificant.
Trade receivables
Credit risk arise from possibility that customer may default on its obligation to make timely payments, resulting
into financial loss. The maximum exposure to the credit risk is primarily from trade receivables. The expected
credit loss allowance is based on the ageing of the days for which the receivables are due and the expected
loss rates.
Reconciliation of allowance for expected credit loss
31 March 2022 31 March 2021
Opening balance 131.92 175.05
Change in allowance for expected credit loss:
Changes in allowance for expected credit loss due to bad debts - (22.57)
Allowance for expected credit loss written back (net) (4.95) (20.56)
(4.95) (43.13)

173
(c) Liquidity risk
Liquidity risk is the risk that the Company will not be able to settle or meet its obligations on time. The Company’s
primary sources of liquidity are cash generated from operations. The cash flows from operating activities are
driven primarily by operating results and changes in the working capital requirements.
The Company believe that its liquidity position is adequate to fund the operating and investing needs and to
provide with flexibility to respond to further changes in the business environment.
Maturities of financial liabilities
Particulars Carrying amount Total On demand 0–12 months 1–5 years > 5 years
As at 31 March 2022
Borrowings 2,774.93 2,784.22 1,901.37 434.30 448.55 -
Lease liabilities 127.80 195.05 - 81.72 37.98 75.36
Trade payables 8,032.98 8,032.98 - 8,032.98 - -
Other financial liabilities 543.60 543.60 20.92 522.68 - -
Total 11,479.31 11,555.85 1,922.29 9,071.68 486.53 75.36
As at 31 March 2021
Borrowings 4,393.55 4,448.55 3,014.94 528.59 905.02 -
Trade payables 9,046.36 9,046.36 - 9,046.36 - -
Total 14,080.30 14,224.25 3,034.94 10,089.23 1,016.50 83.58
(d) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity
prices, which will affect the Company’s income or the value of its holdings of financial instruments. The objective
of market risk management is to manage and control market risk exposures within acceptable parameters, while
optimising the return.
i) Foreign currency risk
The transactions of the Company are denominated in both Indian rupees and foreign currencies and
accordingly, the Company is exposed to foreign exchange risk in relation to operating activities (when
revenue or expense is denominated in a foreign currency) arising from foreign currency transactions.
Foreign currency risk exposure
Particulars of unhedged foreign currency exposure :
31 March 2022 31 March 2021
Amount in Amount Amount in Amount
Foreign Currency equivalent Foreign Currency equivalent
in Rs. Lakhs in Rs. Lakhs
Foreign currency receivables
- representing advances USD 21,78,566 1,630.43 12,15,401 887.97
EURO 32,388 26.91 14,000 11.90
NOK* - - 13,580 1.15
- representing trade receivables USD 6,02,322 451.56 7,36,340 537.97
EURO 46,415 38.57 64,303 54.64
Foreign currency payable
representing trade payables AED* 9,993 2.12 7,378 1.51
USD 5,18,137 396.22 12,46,330 921.16
EURO 7,78,670 669.11 4,40,872 384.00
GBP* 7,767 7.84 - -
- representing advances USD 1,16,007 88.71 1,25,763 92.95
Foreign currency notes EURO 75 0.06 75 0.06
USD 322 0.24 560 0.41
* The Company does not expect any change in the exchange rate of AED / NOK / GBP and INR, resulting into any
significant impact to the financial numbers.
174
Sensitivity to risk
Particulars Impact of profit - Increase / (decrease)
As at As at
31 March 2022 31 March 2021
USD Sensitivity
INR/USD - Increase by 5% (31 March 2021-5%) 79.87 20.61
INR/USD - Decrease by 5% (31March 2021 - 5%) (79.87) (20.61)
Euro Sensitivity
INR/EURO - Increase by 5% (31 March 2021 - 5%) (30.18) (15.87)
INR/EURO - Decrease by 5% (31 March 2021 - 5%) 30.18 15.87
ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Company’s exposure to market risk for changes in interest rates primarily
relates to borrowings.
31 March 2022 31 March 2021
Variable rate borrowings 2,573.79 4,148.23
Fixed rate borrowings 201.14 245.32
Total borrowings 2,774.93 4,393.55
Cash flow sensitivity analysis for variable-rate instruments

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased /
decreased profit or loss by the amounts shown below. This analysis assumes that all other variables remain
constant. This calculation also assumes that the change occurs at the balance sheet date and has been calculated
based on risk exposures outstanding as at that date. The year end balances are not necessarily representative of
the average debt outstanding during the year.
Particulars Impact on profit -Increase / (decrease)
100 bp increase 100 bp decrease
Variable rate instrument as at 31 March 2022 (25.74) 25.74
48 Capital management
The funding requirements of the Company are met through a mixture of equity shares and borrowings. The
Company's policy is to use current and non-current borrowings to meet anticipated funding requirements.
The Company manages its capital to ensure that the Company will be able to continue as a going concern while
maximizing the return to stakeholders through optimisation of debt and equity balance.
The Adjusted net debt to total equity ratio at the end of the reporting period was as follows:
31 March 2022 31 March 2021
Less: Cash and cash equivalent and other bank balances (767.80) (1,006.00)
Adjusted net debt 2,134.93 3,767.64
Total equity 14,416.07 13,387.59
Adjusted net debt to total equity ratio 0.15 0.28

175
49 Corporate social responsibility ("CSR")
The Company is covered by the provisions of section 135 of the Act. The details of gross amount required to be spent
and amount actually spent by the Company is as follows:
31 March 2022 31 March 2021
i) Gross amount required to be spent by the Company during the year 14.76 17.35
ii) Amount spent on:
a) Construction / acquisition of assets - -
b) On purpose other than (a) above 15.85 21.40
iii) Nature of CSR activities Eradicating hunger, poverty and
malnutrition, promoting education,
creating health infrastructure for Covid
care, promoting of healthcare including
preventive healthcare and disaster
management Covid-19.
iv) Details of related party transactions in relation to CSR NA NA
expenditure as per relevant Accounting Standard
v) Where a provision is made with respect to a liability incurred by NA NA
entering into a contractual obligation, the movements in the
provision
There was no amount unspent for the year ended 31 March, 2022 and 31 March 2021.
50 Contingent liabilities
31 March 2022 31 March 2021
a. Guarantees given by Company's bankers
(i) Bank guarantee against advance and liquidated damages given to 2,655.76 2,137.72
customers (net of liabilities accounted for) reduced by an amount of
Rs 994.48 lakhs (31 March 2021: Rs 794.09 lakhs) towards the
counter bank guarantee received from sub-contractors
(ii) Other bank guarantees provided under contractual / legal 3,811.43 5,142.60
obligations reduced by an amount of Rs 172.37 lakhs
(31 March 2021: Rs Nil) towards the counter bank guarantee
received from sub-contractors
(iii) Foreign bank guarantees 728.31 1,447.85
b. Corporate guarantee given by the Company 225.00 215.00
c. Letter of credit opened in favour of suppliers 815.31 832.10
d. Bills discounted with bank 1,142.36 357.67
e. Disputed tax liabilities in respect of pending cases before appellate 92.48 102.96
authorities [amount deposited under protest
Rs Nil (31 March 2021: Rs Nil)] {refer note (I)}
f. Custom duty [amount deposited under protest Rs 65.00 lakhs 132.62 132.62
(31 March 2021: Rs 65.00 lakhs)] {Refer note (ii)}

176
Notes :
(i) The various disputed tax litigations are as under :
Particulars Period to which it As at As at
relates 31 March 2021 31 March 2020
a. Income Tax
Disallowances / additions / demand raised by AY 13-14 to AY 16-17 and 18.90 31.84
the income tax department pending before AY 18-19 (31 March 2021:
various appellate authorities AY 13-14 to AY 16-17)
b. Sales Tax / VAT
Demands raised by Sales tax / VAT FY 09-10 and FY 16-17 71.12 71.12
department pending before various (31 March 2021:
appellate authorities FY 09-10 and FY 16-17)
c. Goods & Service Tax
Demands raised by GST department pending FY 17-18
before various appellate authorities (31 March 2021: NA) 2.46 -
92.48 102.96
The Company is contesting the demands and the management, including its tax advisors, believe that its position
will likely be upheld in the appellate process. No tax expense has been accrued in the standalone financial
statements for the tax demand raised. The management believes that the ultimate outcome of this proceedings will
not have a material adverse effect on the Company’s financial position and results of operations.
(ii) The Company has received a demand order dated 31.08.2020 from the office of The Commissioner of Customs
raising a demand of Rs 120.62 lakhs on the Company u/s 28(8) of the Customs Act, 1962 read with section 5(1) of
IGST Act, 2017 with regards to classification under incorrect CTH of copper busbar imported by the Company
during the period from 13.08.2014 to 30.10.2018. The order also imposes a penalty of Rs 12 lakhs on the
Company and interest u/s 28AA of the Customs Act, 1962. The amount disclosed above is exclusive of interest
as the same is not currently quantifiable. The Company has filed an appeal against the said order on 23.10.2020.
Based on the legal opinion obtained by the Company from an independent firm of advocates, the management
believes that the ultimate outcome of the proceedings will not have an adverse effect on the Company's financial
position.
(iii) The Company in the year 2017 was awarded a contract for setting up a 50 MW capacity solar power project (the
"Project") in Tamilnadu. The Company subcontracted the EPC portion to a sub-contractor. The obligations of the
sub-contractor for the project were not completely fulfilled by the sub-contractor leading to dispute and arbitration
between the Company and the sub-contractor. Both the parties have filed Statement of Defence and
Counterclaim against each other. The matter is pending before arbitrator for cross examination. Pending
arbitration, the impact of the outcome of the proceedings on these financial statements of the Company is
currently not ascertainable.
(iv)During the year, the Company has received summons under section 70 of Central Goods and Services Tax Act,
2017 for making inquiry and seeking production of documents in respect of certain invoices, bank guarantee
invocation and write backs alongwith details of payments during the period from July 2017 to March 2021. During
the year, the Company has made payment of Rs 160.31 lakhs under protest. The Company has submitted details
/ documents with the authorities. Pending assessment, the Company has shown the above payment under
balance with government authorities.
(v) The Supreme court of India had passed a judgement in the month of February 2019 relating to definition of wages
under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952. The Management is of the view
that there are interpretative challenges on the application of the judgement. However, the Company is in the
process of determining the possible impact and update its provision, if required. The Management does not
expect any material impact of the same for financial year 2021-22 based on the present salary structure followed
by the Company for its class of employees.

177
51 Capital and other commitments:
Estimated amount of capital contracts remaining to be executed and not provided for (net of advances)
31 March 2022 31 March 2021
Property, plant and equipment 343.62 624.37
52 Trade receivable ageing:

Ageing for trade receivables - current outstanding as at 31 March 2022
Particulars Non- Due Less than 6 Months - 1-2 Years 2-3 Years More than Total
6 Months 1 Year 3 Years
Undisputed trade receivable - 7,077.11 3,528.74 567.19 244.63 137.47 373.49 11,928.63
considered good
Undisputed trade receivable - - - - - - - -
which have significant
increase in credit risk
credit impaired
Disputed trade receivable - - - - - - 95.38 95.38
considered good
Disputed trade receivable - - - - - - - -
credit impaired
Total 7,077.11 3,528.74 567.19 244.63 137.47 468.87 12,024.01
Less: Allowance for 108.47
expected credit loss
Total trade receivables 11,915.54

Undisputed trade receivable - 6,434.85 5,303.18 171.24 295.00 194.24 314.56 12,713.07
considered good
credit impaired
Disputed trade receivable - - - - - 7.20 88.18 95.38
considered good
credit impaired
Total 6,434.85 5,303.18 171.24 295.00 201.44 402.74 12,808.45

178
53 Trade payable ageing:
Ageing for trade payables - current outstanding as at 31 March 2022
Particulars Non- Due Less than 1-2 Years 2-3 Years More than Total
1 Years 3 Years
MSME - 81.22 - - - 81.22
Others - 7,549.57 26.97 20.10 173.27 7,769.91
Disputed dues -MSME - - - - - -
Disputed dues - Others - - - - 104.37 104.37
Total - 7,630.79 26.97 20.10 277.64 7,955.50
Add: Accrued expenses 77.48
Total trade payables 8,032.98
Ageing for trade payable outstanding as at 31 March 2021

1 Years 3 Years
MSME - 50.42 - - - 50.42
Others - 8,284.47 242.25 235.33 104.42 8,866.48
Total - 8,334.89 242.25 235.33 208.79 9,021.27
54 Capital work in progress ageing

Amount in Capital work in progress for a period of
Particulars Less than 1-2 Years 2-3 Years More than Total
1 Years 3 Years
Project in progress 198.79 - - - 198.79
Total 198.79 - - - 198.79

1 Years 3 Years
Project in progress - - - - -
Total - - - - -
Note:
There is no project under Capital work in progress ageing whose completion is overdue or has exceeded its cost
compared to its original plan.

179
55 Ratios
180
Sr. Ratios Numerator Denominator 31 March 2022 31 March 2021 % Change from Explanation for
No. 31 March 2021 to change in the ratio
31 March 2022 by more than 25%
as compared to the
ratio of preceding
year
1 Current ratio Current assets Current liabilities 1.69 1.58 7.02% NA
(in times)

2 Debt - Equity ratio Total debt Shareholder's equity 0.19 0.33 -41.35% Variation is
(in times) primarily due to
lesser utilisation
of cash credit limit

during the year.

3 Debt Service Earnings available Debt service 2.58 2.14 20.50% NA
Coverage ratio (in for debt service (refer note (ii)
times) (refer note (i) below) below)
4 Return on Equity Net profits after taxes - Average 8.97% 6.03% 2.93% NA
("ROE") (in %) Preference dividend shareholder's equity
5 Inventory Turnover Cost of goods sold Average inventory 4.27 2.49 71.60% Variation is primarily
Ratio (in times) due to increase in
purchases during
the year.
6 Trade receivables Net sales Average accounts 2.62 1.61 63.10% Variation is primarily
turnover ratio(in times) receivable due to increase in
sales during the year.
7 Trade payables Total purchases Average accounts 2.87 1.43 100.03% Variation is primarily
turnover ratio payable due to increase in
(in times) purchases during
the year.
8 Net capital turnover Net sales Working capital 3.68 2.29 61.15% Variation is primarily
ratio (in times) due to increase in
sales during the year.
9 Net profit ratio (in %) Net profit after tax Net sales 3.87% 3.92% -0.06% NA
10 Return on capital Earning before Capital employed 14.05 10.49% 3.56% NA

employed (in %) interest and taxes (refer note (iii) below)
11 Return on Profit before tax Total assets 6.31% 3.65% 2.66% NA
investment (in %)
Note:
(i) Earnings available for debt service = Net profit after taxes + Non-cash operating expenses like depreciation and other amortizations + Finance costs + Other adjustments like loss
on sale of fixed assets, bad debts/sundry balances written off/written back, allowance for expected credit loss written off/written back etc.
(ii) Debt service = Interest & lease payments + Principal repayments
(iii) Capital employed = Tangible net worth + Total debt + Deferred tax liability
56 Subsequent events
There are no significant reportable subsequent events that have occurred after the reporting period till the date of
this financial statements.
57 Other statutory information
i) The Company does not have any Benami property, where any proceeding has been initiated or pending
against the Company for holding any Benami property.
ii) The Company is not declared wilful defaulter by any bank or Financial institution or other lender during the
year.
iii) The Company does not have any transactions with companies struck off.
iv) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period.
v) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
vi) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
vii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
viii) The Company does not have not any such transaction which is not recorded in the books of accounts that has
been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act,
1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961
ix) The Company has not taken any funds from any entity or persons on account of or to meet the obligations of
its subsidiaries or joint venture (as defined under the act). The Company does not hold any investment in any
associates (as defined under the Act) during the year ended 31 March 2022.
58 In the opinion of the board of directors, assets, loans and advances have a value on realization in the ordinary
course of the business at least equal to the amounts at which they are stated and provision for all known liabilities
have been made.
59 The Company did not have any long-term contracts including derivative contracts for which there were any
foreseeable losses as at 31 March 2022.
60 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by
the Company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft
rules for the Code on Social Security, 2020 on 13 November 2020, and has invited suggestions from stakeholders
which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once
the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the
Code becomes effective and the related rules to determine the financial impact are published.
61 Estimation uncertainty relating to the global health pandemic on COVID-19
The Company has evaluated the possible impact of this pandemic on the business operations and the financial
position of the Company and based on its assessment, believes that there is no significant impact on the financial
statements of the Company, as at and for the year ended 31 March 2022. The Company has carried out this

181
assessment based on available internal and external sources of information upto the date of approval of these
financial statements and believes that the impact of COVID-19 is not material to these financial statements and
expects to recover the carrying amount of its assets. The impact of COVID-19 on the financial statements may
differ from that estimated as at the date of approval of these financial statements owing to the nature and duration
of COVID-19.
62 The Company during financial year 2017-18 paid to a supplier in China an advance of USD 8,00,000 carried at Rs
584.48 lakhs as at 31 March 2022 (31 March 2021: USD 8,00,000 carried at Rs 584.48 lakhs), for procurement of
solar PV modules. The Company has initiated arbitration proceedings against the supplier by appointing an
independent arbitration professional. Pending recovery of the advance paid or procurement of material against the
said advance, the Company believes that this advance is recoverable and it continues to carry the said advance as
unsecured and considered good under "Other current assets".
63 Advance towards purchase of equity instruments
(a) During the year, the Company has entered into Share Purchase Agreement ("SPA") dated 23 February 2022
with a non-resident individual (the "Vendor") to purchase 75 class “A” Common Shares ("Vendor's Shares") of
Xanatos Marine Ltd ("Xanatos"), a Canadian Company, held by the Vendor in Xanatos and representing 75%
of all the issued and outstanding shares of Xanatos for a total consideration of USD 1,550,000 (at a fair value
of USD 20,667 per share). The total consideration is to be paid by the Company to the Vendor in tranches on
or before 30 September 2022. During the year, the Company has paid USD 950,000 (equivalent Rs 731.66
lakhs). The transfer of shares to the Company is subject to fulfilment of conditions precedent as per SPA and
payment of entire consideration.
(b) During the year, the Company has entered into Memorandum Of Understanding ("MOU") dated 07 May 2021
with an individual and his HUF to purchase their entire shareholding held in a Private Limited company
engaged in marine electronic products. As per the terms of MOU, during the year, the Company subject to
valuation of shares has agreed to lend Rs 100.00 lakhs as advance. Pending the due diligence and share
valuation, the Company has recognised an interest income of Rs 9.73 lakhs on the said advance for the year
ended 31 March 2022.
64 Dividends
Dividends paid by the Company during the year ended 31 March 2022 include an amount of 0.2 per equity share
towards final dividend for the year ended 31 March 2021.
65 There were no amounts which were required to be transferred to the Investor Education and Protection Fund by
the Company during the year ended 31 March 2022.
66 Previous year’s figures
Previous year’s figures have also been regrouped / recasted, wherever necessary, to conform to the current year’s
presentation.




182
112
as at 31 March 2022
To the Members of
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the accompanying consolidated financial statements of Marine Electricals (India) Limited (“the
Company” or “the Holding Company”) and its subsidiaries (the Company and its subsidiaries together referred to as
“the Group”) and its jointly controlled entity, as listed in Annexure A, which comprise the consolidated balance sheet as
at 31 March 2022, the consolidated statement of profit and loss (including other comprehensive income), the
consolidated statement of changes in equity and the consolidated cash flow statement for the year the ended, and
notes to the consolidated financial statements, including a summary of the significant accounting policies and other
explanatory information (hereinafter referred to as “consolidated financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, and based on the
consideration of reports of other auditors on separate financial statements of such subsidiaries as were audited by the
other auditors, the aforesaid consolidated financial statements give the information required by the Companies Act,
2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting
Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules
2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the consolidated state of
affairs of the Group and its jointly controlled entity as at 31 March 2022, its consolidated profit (including other
comprehensive income), consolidated changes in equity and its consolidated cash flows for the year ended on that
date.
Basis for Opinion
We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing (“SAs”)
specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditors’
Responsibility for the Audit of the Consolidated Financial Statements section of our report. We are independent of the
Group and its jointly controlled entity in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the consolidated
financial statements under the provisions of the Act and Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit
evidence we have obtained and evidence obtained by the other auditors in terms of their reports referred to in the ‘Other
Matters’ paragraph below, is sufficient and appropriate to provide a basis for our opinion on the consolidated financial
statements.
Emphasis of Matter
Without qualifying our opinion on account of this matter, we draw attention to following matters included in Notes to the
consolidated financial statements:
1. Note 62 included in notes to the consolidated financial statements regarding the fact that the Company during
financial year 2017-18 paid to a supplier in China an advance of USD 8,00,000 carried at Rs 584.48 lakhs as at 31
March 2022, for procurement of solar PV modules. The Company has initiated arbitration proceedings against the
supplier by appointing an independent arbitration professional. Pending recovery of the advance paid or
procurement of material against the said advance, the Company believes that this advance is recoverable and it
continues to carry the said advance as unsecured and considered good under other current assets.
2. Note 63 of the consolidated financial statements regarding the fact that a subsidiary company, Eltech Engineers
Madras Private Limited (“Eltech”) had accumulated losses of Rs 292.85 lakhs as at 31 March 2022, the current
liabilities were Rs 274.04 lakhs and current assets were Rs 7.22 lakhs. Further, it’s net worth as at 31 March 2022
was negative Rs 262.85 lakhs. These conditions indicate the existence of material uncertainty about Eltech’s
ability to continue as a going concern. However, the financial statements of Eltech have been prepared on a going
concern basis as the Company has committed to provide all financial and other support to enable Eltech to operate
as a going concern.
183
3. Note 64 of the consolidated financial statements regarding the fact that in case of subsidiary / step down subsidiary
incorporated outside India, accounting policy with regards to depreciation on property, plant and equipment
(tangible assets) and amortisation of intangible assets is different as compared to the written down value method
adopted by the Company and other subsidiary incorporated in India. The consequential financial impact of
adjustments on account of depreciation that would be required to be made in the consolidated financial statements
to ensure conformity with the Group’s accounting policy for depreciation is currently not ascertainable.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
consolidated financial statements of the current period. These matters were addressed in the context of our audit of the
consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. We have determined the matters described below to be the key audit matters to be
communicated in our report.
Sr. Key Audit Matters Auditor’s response
No.
1 Revenue recognition accuracy, measurement, Our audit procedures included following:

presentation and disclosure Ÿ Considering the appropriateness of the
Revenue is measured based on transaction price, management’s accounting policies regarding
which is the consideration. As disclosed in Note 3.9 to revenue recognition;
the consolidated financial statements, revenue from Ÿ Obtained an understanding of management’s
contract with customers is recognized when the Group process over revenue recognition and
satisfies the performance obligation by transfer of evaluated design of internal controls around
control of promised product or service to customers in revenue recognition;
an amount that reflects the consideration which the
Ÿ Our audit approach consisted testing of the
Group expects to receive in exchange for those
design and operating effectiveness of the
products or services. Control is defined as the ability to
internal controls and substantive testing;
direct the use of and obtain substantially all of the
economic benefits from an asset.
At the inception of the contract, the Group identifies the
goods or services promised in the contract and assess
which of the promised goods or services shall be
identified as separate performance obligations.
Promised goods or services give rise to separate
performance obligations if they are capable of being
distinct.
Information other than the Consolidated Financial Statements and Auditor’s Report thereon
The Company’s Board of Directors are responsible for the other information. The other information comprises the
information included in the Annual Report, but does not include the consolidated financial statements and our auditors’
report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
The Annual Report is not made available to us at the date of this auditor’s report. We have nothing to report in this
regard.

184
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial
Statements
The accompanying consolidated financial statements have been approved by the Board of Directors of the Holding
Company. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act, with
respect to the preparation and presentation of these consolidated financial statements that give a true and fair view of
the financial position, financial performance including other comprehensive income, changes in equity and cash flows
of the Group, including its jointly controlled entity, in accordance with Ind AS and other accounting principles generally
accepted in India. The respective Board of Directors of the companies included in the Group and of its jointly controlled
entity are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to
fraud or error which have been used for the purpose of preparation of the consolidated financial statements by the
Directors of the Company, as aforesaid.
In preparing the consolidated financial statements, the respective Board of Directors / Management of the entities
included in the Group and its jointly controlled entity are responsible for assessing the ability of the Group and of its
jointly controlled entity to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless management either intends to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
The respective Board of Directors / Management of the entities included in the Group are responsible for overseeing the
financial reporting process of each entity.
Auditors’ Responsibility for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with
SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
Ÿ As part of an audit in accordance with SAs specified under section143(10) of the Act, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
Ÿ Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
Ÿ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our
opinion on whether the Group has adequate internal financial controls system in place and the operating
effectiveness of such controls.
Ÿ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
Ÿ Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Group to cease to continue as a going concern.

185
Ÿ Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the consolidated financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
Ÿ Obtain sufficient appropriate audit evidence regarding financial information of such entities or business activities
within the Group to express an opinion on the consolidated financial statements, of which we are the independent
auditors. We are responsible for direction, supervision and performance of the audit of the financial information of
such entities.
For the other entities included in the consolidated financial statements, which have been audited by other auditors,
such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them.
We remain solely responsible for our audit opinion. Our responsibilities in this regard are further described in the section
titled ‘Other Matters’ in this audit report.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the consolidated financial
statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of
our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in
the consolidated financial statements.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Other Matters
a The consolidated financial statements include the audited financial statements of three subsidiaries and one step
down subsidiary whose financial statements reflect total assets of Rs. 10,333.38 lakhs as at 31 March 2022, total
income of Rs. 4,313.09 lakhs and total net profit after tax of Rs. 38.16 lakhs, before giving effect to the consolidated
adjustments, and net cash outflows of Rs. 241.91 lakhs for the year ended on that date, as considered in the
consolidated financial statements, which have been audited by their respective independent auditors. The
independent auditors’ reports on financial statements of these entities have been furnished to us by the
management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and
disclosures included in respect of these entities, is based solely on the report of such auditors.
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements
below, are not modified in respect of the above matters with respect to our reliance on the work done and the
reports of the other auditors.
b. The consolidated financial statements also include the Group’s share of net loss after tax of Rs 2.42 lakhs, before
giving effect to the consolidated adjustments, as considered in the consolidated financial statements, in respect of
the jointly controlled entity. This unaudited financial statement has been furnished to us by the Management and
Board of Directors and our opinion on the consolidated financial statements, in so far as it relates to the amounts
and disclosures included in respect of this jointly controlled entity is based solely on such unaudited financial
statements. In our opinion and according to the information and explanations given to us by the Management and
Board of Directors, this financial statement is not material to the Group.

186
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory
Requirements below, are not modified in respect of the above matters with respect to our reliance on the
financial statements certified by the Management and Board of Directors.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (‘the Order’), issued by the Central Government of
India in terms of Section 143(11) of the Act, we give in “Annexure B”, a statement on the matters specified in the
paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143 (3) of the Act, based on our audit and on the consideration of reports of other auditors
on separate financial statements and other financial information of such subsidiaries and jointly controlled entity
included in the Group, as noted in the ‘Other Matters’ paragraph, we report, to the extent applicable, that:
(a) we have sought and obtained all the information and explanations, which to the best of our knowledge and
belief, were necessary for the purposes of our audit of the accompanying consolidated financial statements;
(b) in our opinion, proper books of account as required by law relating to preparation of the aforesaid
consolidated financial statements have been kept so far as it appears from our examination of those books
and the reports of the other auditors;
(c) the consolidated financial statements dealt with by this report are in agreement with the relevant books of
account maintained for the purpose of preparation of the consolidated financial statements;
(d) in our opinion, the aforesaid consolidated financial statements comply with the Ind AS prescribed under
Section 133 of the Act;
(e) on the basis of the written representations received from the directors of the Company as on
31 March 2022 taken on record by the Board of Directors of the Company and the report of the
statutory auditors of its subsidiary companies incorporated in India, none of the directors of the
Group is disqualified as on 31 March 2022 from being appointed as a director in terms of Section
164(2) of the Act;
(f) with respect to the adequacy of the internal financial controls over financial reporting of the
Company with reference to the financial statements of the Company and its subsidiary companies
incorporated in India and the operating effectiveness of such controls, refer to our separate Report
in “Annexure C”. Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company’s internal financial controls over financial reporting;
(g) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our
information and according to the explanations given to us and based on the consideration of the
report of the other auditors on separate financial statements and also the other financial information
of the subsidiaries and jointly controlled entity included in the Group, as noted in the ‘Other Matters’
paragraph:
i. the consolidated financial statements disclose the impact of pending litigations on the consolidated
financial position of the Group as at 31 March 2022 – Refer Note 48 to the consolidated financial
statements;
ii. the Group did not have any long-term contracts, including derivative contracts, for which there were any
material foreseeable losses as at 31 March 2022;
iii. there were no amounts which were required to be transferred to the Investor Education and Protection
Fund by the Company and its subsidiaries incorporated in India during the year ended 31 March 2022.
iv. (a) The management has represented that, to the best of its knowledge and belief, no funds have been
advanced or loaned or invested (either from borrowed funds or securities premium or any other sources

187
or kind of funds) by the Company or its subsidiaries incorporated in India to or in any person(s) or
entity(ies), including foreign entities (‘the intermediaries’), with the understanding, whether
recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or
invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Company or its subsidiaries incorporated in India (‘the Ultimate Beneficiaries’) or provide any
guarantee, security or the like on behalf the Ultimate Beneficiaries;
(b) The management has represented that, to the best of its knowledge and belief, no funds have been
received by the Company or its subsidiaries incorporated in India from any person(s) or entity(ies),
including foreign entities (‘the Funding Parties’), with the understanding, whether recorded in
writing or otherwise, that the Company or its subsidiaries incorporated in India shall, whether
directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (‘Ultimate Beneficiaries’) or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries; and
(c) Based on such audit procedures performed as considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the management
representations under sub-clauses (a) and (b) above contain any material misstatement.
v. The dividend declared or paid by the Holding Company is in compliance with section 123 of the Act.
3. With respect to the matter to be included in the Auditors’ Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us and based on the reports of the
statutory auditors of such subsidiary companies incorporated in India, the remuneration paid during the current
year by the Company and its subsidiary company incorporated in India, where applicable, to its directors is in
accordance with the provisions of Section 197 of the Act. The remuneration paid to any director by the Company
and its subsidiary company incorporated in India is not in excess of the limit laid down under Section 197 of the Act.
The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be
commented upon by us.

Som Nath Saini

Partner
Mumbai, May 27, 2022 UDIN:22093079AJSWZY6240

188
Annexure A to the Independent Auditors’ Report – 31 March 2022

Details of entities consolidated
Name Country on incorporation % of holding as at 31 March 2021
Subsidiaries / step down subsidiary
Eltech Engineers Madras Private Limited India 70.00%
Narhari Engineering Works (partnership firm) India 80.00%
Evigo Charging Consultants Private Limited India 74.00%
MEL Power Systems FZC United Arab Emirates 90.00%
STI SRL (subsidiary of MEL Power Systems FZC) Italy 67.50%
Jointly controlled entity
Automatic Electronic Controls Manufacturing Co. India 50.00%
(partnership firm)

Som Nath Saini

Partner

189
Annexure B to the Independent Auditors’ Report – 31 March 2022

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements section of our report of
even date)
(xxi) According to the information and explanations given to us, the following companies incorporated in India and
included in the consolidated financial statements, have certain remarks included in their reports under Companies
(Auditor’s Report) Order, 2020 (“CARO”), which have been reproduced as per the requirements of the Guidance
Note on CARO:
Sr. Name of the CIN Relationship Date of the Clause number of

No entities with the Holding respective the CARO report
Company auditor’s report
1 Eltech Engineers U29142TN1996PTC036500 Subsidiary 19 May 2022 (i)(a), (i)(b),
Madras Private (vii)(a), (vii)(b)
Limited

Som Nath Saini

Partner

190
Annexure C to the Independent Auditors’ Report – 31 March 2022

Report on the Internal Financial Controls with reference to the aforesaid consolidated financial statements
under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
(Referred to in paragraph (2)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our
report of even date)
Opinion
In conjunction with our audit of the consolidated financial statements of Marine Electricals (India) Limited (“the
Company”) as of and for the year ended 31 March 2022, we have audited the internal financial controls with reference to
consolidated financial statements of the Company and its subsidiary companies incorporated in India (the Company
and its subsidiary companies incorporated in India together referred to as the “Group”), as of that date.
In our opinion, the Company and such subsidiary company incorporated in India, have, in all material respects,
adequate internal financial controls with reference to consolidated financial statements and such internal financial
controls were operating effectively as at 31 March 2022, based on the internal financial controls with reference to
consolidated financial statements criteria established by such companies considering the essential components of
such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India (“the Guidance Note”).
Management’s Responsibility for Internal Financial Controls
The respective company’s management and the Board of Directors are responsible for establishing and maintaining
internal financial controls with reference to consolidated financial statements based on the criteria established by the
respective company considering the essential components of internal control stated in the Guidance Note. These
responsibilities include the design, implementation and maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective
company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial information, as required under
the Act.
Auditors’ Responsibility
Our responsibility is to express an opinion on the internal financial controls with reference to consolidated financial
statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on
Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls
with reference to consolidated financial statements. Those Standards and the Guidance Note require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate
internal financial controls with reference to consolidated financial statements were established and maintained and if
such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
with reference to consolidated financial statements and their operating effectiveness. Our audit of internal financial
controls with reference to consolidated financial statements included obtaining an understanding of internal financial
controls with reference to consolidated financial statements, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of the internal controls based on the assessed risk. The
procedures selected depend on the auditors’ judgement, including the assessment of the risks of material
misstatement of the consolidated financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained and the audit evidence obtained by the auditors of the relevant
subsidiary companies incorporated in India, in terms of their reports referred to in the Other Matters paragraph below, is
sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system with reference
to consolidated financial statements.

191
Meaning of Internal Financial Controls with reference to consolidated financial statements

A company’s internal financial controls with reference to financial statements is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls
with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures
of the company are being made only in accordance with authorisations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with reference to consolidated financial statements
Because of the inherent limitations of internal financial controls with reference to consolidated financial statements,
including the possibility of collusion or improper management override of controls, material misstatements due to error
or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with
reference to consolidated financial statements to future periods are subject to the risk that the internal financial control
with reference to consolidated financial statements may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Other Matters
Our aforesaid report under clause (i) of sub-section 3 of Section 143 of the Act on the adequacy and operating
effectiveness of the internal financial controls with reference to consolidated financial statements in so far as it relates to
subsidiary companies incorporated in India, is based solely on the report of the auditors of the subsidiary companies
incorporated in India. Our opinion is not modified in respect of this matter.

Som Nath Saini

Partner

192
CONSOLIDATED BALANCE SHEET
ASSETS
Non-current assets
Property, plant and equipment 4 3,385.67 3,072.95
Right-of-use assets 5 397.38 676.46
Capital work in progress 6 198.79 -
Investment property 7 511.96 572.52
Other intangible assets 8 608.20 528.14
Intangible assets under development 8(i) 4.50 -
Financial assets
Investments 9 325.44 336.62
Deferred tax assets (net) 11 102.16 29.17
Other non-current assets 12 997.04 46.08
Non-current tax assets (net) 13 41.66 129.41
Total non-current assets 6,950.81 6,026.74
Current assets
Inventories 14 7,912.31 7,920.17
Financial assets
Trade receivables 15 17,217.98 17,340.18
Cash and cash equivalents 16 144.26 426.38
Bank balances other than cash and cash equivalents 17 759.57 938.84
Loans 18 807.44 825.52
Other current assets 20 3,110.89 4,730.71
Total current assets 30,391.23 32,295.92
Total assets 37,342.04 38,322.66
EQUITY AND LIABILITIES
Equity
Equity share capital 21 2,453.31 2,453.31
Other equity 22 15,005.06 13,845.75
Equity attributable to owners of the Company 17,458.37 16,299.06
Non-controlling interest 700.58 700.89
Total equity 18,158.95 16,999.95
Liabilities
Non-current liabilities
Borrowings 23 439.26 861.36
Provisions 25 286.77 229.12
Total non-current liabilities 785.60 1,222.52

193
CONSOLIDATED BALANCE SHEET
Current liabilities
Borrowings 26 3,094.54 4,588.90
Trade payables: 27
- Micro and small enterprises 87.64 58.11
- Other than micro and small enterprises 12,231.55 12,641.27
Other financial liabilities 28 556.46 268.49
Other current liabilities 29 2,180.97 2,070.96
Provisions 30 26.45 27.03
Current tax liabilities (net) 31 151.65 197.37
Total current liabilities 18,397.49 20,100.19
Total liabilities 19,183.09 21,322.71
Total equity and liabilities 37,342.04 38,322.66
The accompanying notes forms an integral part of these consolidated financial statements




194
CONSOLIDATED STATEMENT OF PROFIT AND LOSS
31 March 2022 31 March 2021
Income
Revenue from operations 32 37,632.86 25,128.66
Other income 33 485.34 773.09
Total income 38,118.20 25,901.75
Expenses
Cost of materials consumed 34 28,119.55 17,675.88
Changes in inventories of finished goods and work in progress 35 210.74 (284.52)
Employee benefits expense 36 3,082.72 2,534.42
Finance costs 37 728.14 892.76
Depreciation and amortization expense 38 934.63 911.62
Other expenses 39 3,095.95 2,480.12
Total expenses 36,171.73 24,210.28
Profit before share in profit / (loss) of associates & 1,946.47 1,691.47

joint ventures and tax
Share in profit / (loss) of associates and joint ventures (2.42) (0.13)

(net of tax, if any)
Income tax expense / (credit): 40

Current tax 631.89 276.91
Adjustment in respect of tax for earlier years 57.45 8.09
Deferred tax charge / (credit)#REF! (73.11) 53.15
616.23 338.15
Profit after tax 1,327.82 1,353.19
Other comprehensive income

Items that will not be reclassified to profit or loss
Re-measurement of defined benefit plans 0.47 22.21
Items that will be reclassified to profit or loss
Exchange differences on translation of foreign currency operations (79.10) 31.36
Other comprehensive income / (loss) for the year (78.75) 47.98
Total comprehensive income for the year 1,249.07 1,401.17
Profit attributable to:

Shareholders of the Company 1,297.72 1,289.72
Other comprehensive income attributable to:

Non-controlling interest 0.65 (8.07)
Shareholders of the Company (79.40) 56.05

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CONSOLIDATED STATEMENT OF PROFIT AND LOSS
31 March 2022 31 March 2021
Total comprehensive income attributable to:
Shareholders of the Company 1,218.32 1,345.77
Earnings per share ("EPS") 41

- Basic and diluted earning per equity share of face value 1.06 1.05
of Rs 2 each




196
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
A. Equity share capital
of the current reporting year during the current year current reporting year
2,453.31 - 2,453.31

of the current reporting year during the previous year previous reporting year
2,453.31 - 2,453.31
B. Other equity
Particulars Reserves and surplus Other Other Capital Total
comprehensive component reserve
Securities General Retained
premium reserve earnings income of equity
Balance at the beginning of current 3,983.54 708.10 8,406.84 500.34 170.05 76.88 13,845.75
reporting year
Profit for the current reporting year - - 1,297.72 - - - 1,297.72
Other comprehensive income for the - - 0.35 79.75 - - 80.10
current year
Fair value of financial guarantee - - - - 26.82 - 26.82
Dividends (refer note 67) - - (245.33) - - - (245.33)
Balance at the end of current 3,983.54 708.10 9,459.58 580.09 196.87 76.88 15,005.06
reporting year

Particulars Reserves and surplus Other Other Capital Total
comprehensive component reserve
Securities General Retained
premium reserve earnings income of equity
Balance at the beginning of current 3,983.54 708.10 7,100.51 539.77 141.44 77.61 12,550.97
reporting year
Profit for the current reporting year - - 1,289.72 - - - 1,289.72
Other comprehensive income for the - - 16.62 (39.43) - - (22.81)
current year
On account of business combination - - - - - (0.73) (0.73)
Fair value of financial guarantee - - - - 28.61 - 28.61
Balance at the end of current 3,983.54 708.10 8,406.84 500.34 170.05 76.88 13,845.75
reporting year

198
197
CONSOLIDATED CASH FLOW STATEMENT
Particulars for the year ended for the year ended
31 March 2022 31 March 2021
Cash flows from operating activities
Profit before tax for the year 1,944.05 1,691.34
Adjustments:
Depreciation and amortization 934.63 911.62
Finance costs 728.14 892.76
Liabilities / sundry balances written back (91.48) (22.92)
Allowance for expected credit loss - 2.33
Allowance for expected credit loss written back (11.62) (20.56)
Loss / (profit) on sale of property, plant and equipment (net) 85.62 (9.59)
Interest income on financial instruments at amortised cost (30.80) (31.10)
Interest income on advance towards purchase of equity instruments (9.73) -
Gain on sale of investment in other companies by a step down subsidiary - (429.86)
Foreign currency translation movement 76.77 (21.21)
Operating cash flows before working capital changes 3,746.18 3,519.02
Working capital movements:
(Increase) / Decrease in inventories 7.86 (443.27)
(Increase) / Decrease in trade receivables 11.94 (887.36)
(Increase) / Decrease in bank balances other than cash and cash equivalents 179.27 (242.58)
(Increase) / Decrease in loans 28.08 387.31
(Increase) / Decrease in other financial assets (36.48) 110.71
(Increase) / Decrease in other assets 1,522.63 (518.51)
Increase / (Decrease) in trade payables (288.70) (2,395.79)
Increase / (Decrease) in other financial liabilities 15.49 18.64
Increase / (Decrease) in other liabilities 110.01 922.01
Increase / (Decrease) in provisions 57.42 25.42
Cash generated from operations 5,353.70 495.61
Income taxes paid, net (647.20) (267.72)
Net cash flows generated from / (used in) operating activities (A) 4,706.50 227.89
Cash flows from investing activities

Purchase of property plant and equipment and intangible assets (1,189.57) (470.64)
(including movement in capital advances, creditors for property,
plant and equipment, capital work in progress and intangible
assets under development)
Proceeds from sale of property, plant and equipment 149.55 46.13
Payment of advance towards purchase of equity instruments (831.67)
Acquisition of equity interest in subsidiary - (2.84)
Movement in non-current investments - 566.82
Net cash flows generated from / (used in) investing activities (B) (1,871.69) 139.47
Cash flows from financing activities

Proceeds from / (repayment of) non current borrowings (net) (540.98) 191.04
Proceeds / (repayment of) current borrowings (net) (1,375.48) 243.02
Finance costs paid (703.76) (887.59)
Dividend paid (244.41) -
Repayment of lease liabilities (net of finance cost) (252.30) (250.19)
Net cash flows generated from / (used in) financing activities (c) (3,116.93) (703.72)

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CONSOLIDATED CASH FLOW STATEMENT
Particulars for the year ended for the year ended
31 March 2022 31 March 2021
Net increase / (decrease) in cash and cash equivalents (A+B+C) (282.12) (336.36)
Cash and cash equivalents at the beginning of the year 426.38 762.74
Cash and cash equivalents at the end of the year 144.26 426.38
Notes to cash flow statement:

1. Component of cash and cash equivalents:
Balances with banks
- in Escrow accounts 0.12 -
- in EEFC accounts 1.60 52.78
Total cash and cash equivalents 144.26 426.38
2 The above cash flow statement has been prepared under the indirect method as set out in Ind AS 7 Statement of
Cash Flows u/s 133 of Companies Act, 2013 ('Act') read with Rule 4 of the Companies (Indian Accounting Standards)
Rules 2015 and the relevant provisions of the Act.




199
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
1. Group overview
Marine Electricals (India) Limited (“the Company” or “the Holding Company”) was incorporated as a private limited
company with the name "Marine Electricals (India) Private Limited" on 4 December 2007 under the Companies
Act, 1956 by converting a partnership firm with the name "Marine Electricals". On 1 August 2018, the Company
was converted into a public limited company and the name got changed to "Marine Electricals (India) Limited". The
Company got listed on Small and Medium Enterprises ("SME") platform named EMERGE of National Stock
Exchange of India ("NSE") on 11th October 2018 and got migrated to NSE main board with effect from 02
December 2020. The Holding Company along with its subsidiaries collectively referred to as “the Group” in
following notes.
The Group is engaged in manufacturing and sale of all types of marine and industrial electrical & electronic
components like switch-gears, control-gears etc. and is also engaged in renewable energy sector specifically
solar. It also provides services like designing, fabricating etc. for all types of electrical & electronic installations in
India and abroad and undertake annual maintenance contracts.
Following are the details of the entities consolidated in these financial statements:
Name of the entities Country of % equity interest

incorporation 31 March 2022 31 March 2021
Eltech Engineers Madras Private Limited India 70.00% 70.00%
Narhari Engineering Works (partnership firm) India 80.00% 80.00%
Evigo Charging Consultants Private Limited India 74.00% 74.00%
MEL Power Systems FZC United Arab Emirates 90.00% 90.00%
STI SRL (subsidiary of MEL Power Systems FZC) Italy 67.50% 67.50%
Jointly controlled entity
Automatic Electronic Controls India 50.00% 50.00%
Manufacturing Co. (partnership firm)
2. Statement of compliance and basis of preparation and presentation

2.1 Statement of compliance
These consolidated financial statements have been prepared in accordance with Indian Accounting
Standards ("Ind AS") as per the Companies (Indian Accounting Standards) Rules as amended from time to
time and notified under section 133 of the Companies Act, 2013 ("the Act") and in conformity with the
accounting principles generally accepted in India and other relevant provisions of the Act.
These consolidated financial statements for the year ended 31 March 2022 were authorised and approved for
issue by the Company's Board of Directors at its meeting held on 27 May 2022.
2.2 Basis of preparation and measurement
These financial statements have been prepared on an accrual basis and under the historical cost convention
except for certain financial instruments that are measured at fair values at the end of each reporting period
(refer accounting policy regarding financial instruments).
Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date, regardless of whether that price is directly
observable or estimated using another valuation technique. In estimating the fair value of an asset or a
liability, the Company takes into account the characteristics of the asset or liability if market participants would
take those characteristics into account when pricing the asset or liability at the measurement date. Fair value

200
for measurement and/or disclosure purposes in these financial statements is determined on such a basis,
except for measurements that have some similarities to fair value but are not fair value, such as net realisable
value in Ind AS 2 or value in use in Ind AS 36.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximising the use of relevant observable inputs and minimizing the
use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorised within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
Level 1- Quoted (Unadjusted) marked prices in the active markets for identical assets or liabilities.
is directly or indirectly observable.
is unobservable.
2.3 Basis of consolidation
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its power to direct the relevant activities of the entity.
The Group can have power over the investee even if it owns less than majority voting rights i.e. rights arising
from other contractual arrangements. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control ceases. Statement of profit and
loss (including other comprehensive income (‘OCI’) of subsidiaries acquired or disposed of during the period
are recognized from the effective date of acquisition, or up to the effective date of disposal, as applicable.
The Group combines the financial statements of the Holding Company and its subsidiaries line by line adding
together like items of assets, liabilities, equity, income and expenses. Intercompany transactions, balances
and unrealised gains on transactions between group companies are eliminated. Accounting policies of
subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the
Group.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction. If the Group loses control over a subsidiary, it:
- Derecognises the assets (including goodwill) and liabilities of the subsidiary at their carrying amounts at
the date when control is lost.
- Derecognises the cumulative translation differences recorded in equity.
- Recognises the fair value of the consideration received.
- Recognises the fair value of any investment retained.
- Recognises any surplus or deficit in profit or loss.
- Recognise that distribution of shares of subsidiary to Group in Group’s capacity as owners.
- Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or
transferred directly to retained earnings, if required by other Ind ASs as would be required if the Group
had directly disposed of the related assets or liabilities.
2.4 Current Versus non-current classification
All assets and liabilities have been classified as current or non-current as per the Group’s normal operating
cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products
and the time between the acquisition of assets for processing and their realisation in cash and cash
equivalents, the Group has ascertained its operating cycle as 12 months for the purpose of current – non-
current classification of assets and liabilities.

201
2.5 Critical accounting judgements and use of estimates
The preparation of financial statements requires the management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, income and expenses and disclosure of contingent liabilities
at the date of the financial statements and the results of operations during the reporting period. The actual
results could differ from those estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that period,
or in the period of revision or future periods if the revision affects both current and future periods.
Accounting estimates and judgements are used in various line items in the financial statements for e.g.:
Property, plant and equipment
The management engages internal technical team to assess the remaining useful lives and residual value of
property, plant and equipment annually in order to determine the amount of depreciation to be recorded
during any reporting period. The management believes that the assigned useful lives and residual value are
reasonable.
Income taxes
The management judgement is required for the calculation of provision for income taxes and deferred tax
assets and liabilities. The Group reviews at each balance sheet date the carrying amount of deferred tax
assets / liabilities. The factors used in estimates may differ from actual outcome which could lead to significant
adjustment to the amounts reported in the financial statements.
Contingencies
The management’s judgement is required for estimating the possible outflow of resources, if any, in respect of
contingencies/claim/litigations against the Group as it is not possible to predict the outcome of pending
matters with accuracy.
Expected credit losses on financial assets
The impairment provisions of financial assets and contract assets are based on assumptions about risk of
default and expected timing of collection. The Group uses judgment in making these assumptions and
selecting the inputs to the impairment calculation, based on the Group’s past history of collections,
customer’s creditworthiness, existing market conditions as well as forward looking estimates at the end of
each reporting period.
Impairment of non-financial assets
Impairment exists when the carrying value of an asset or cash generating unit (“CGU”) exceeds its
recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair
value less costs of disposal calculation is based on available data from binding sales transactions, conducted
at arm’s length, for similar assets or observable market prices less incremental costs for disposing of the
asset. The value in use calculation is based on a discounted cash flow (“DCF”) model. The cash flows are
derived from the budget for future years and do not include restructuring activities that the Group is not yet
committed to or significant future investments that will enhance the asset’s performance of the CGU being
tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the
expected future cash-inflows and the growth rate used for extrapolation purposes.
Effective Interest Rate (EIR) Method
The Group recognizes interest income / expense using a rate of return that represents the best estimate of a
constant rate of return over the expected life of the loans given / taken. This estimation, by nature, requires an
element of judgement regarding the expected behaviour and life-cycle of the instruments, as well as expected
changes to other income/expense that are integral parts of the instrument.

202
Fair value measurements and valuation processes
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be
derived from active markets, they are determined using a variety of valuation technique that include the use of
valuation models. The inputs to these models are taken from observable markets where possible, but where
this is not feasible, a degree of judgement is required in establishing fair values. Judgments include
considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these
factors could affect the reported fair value of financial instruments.
2.6 Recent Pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. On March 23, 2022, MCA
amended the Companies (Indian Accounting Standards) Amendment Rules, 2022, applicable from April 1,
2022, as below:
Ind AS 103 – Reference to Conceptual Framework
The amendments specify that to qualify for recognition as part of applying the acquisition method, the
identifiable assets acquired and liabilities assumed must meet the definitions of assets and liabilities in the
Conceptual Framework for Financial Reporting under Indian Accounting Standards (Conceptual Framework)
issued by the Institute of Chartered Accountants of India at the acquisition date. These changes do not
significantly change the requirements of Ind AS 103. The Group does not expect the amendment to have any
significant impact in its financial statements.
Ind AS 16 – Proceeds before intended use
The amendments mainly prohibit an entity from deducting from the cost of property, plant and equipment
amounts received from selling items produced while the company is preparing the asset for its intended use.
Instead, an entity will recognise such sales proceeds and related cost in profit or loss. The Group does not
expect the amendments to have any impact in its recognition of its property, plant and equipment in its
financial statements.
Ind AS 37 – Onerous Contracts - Costs of Fulfilling a Contract
The amendments specify that the ‘cost of fulfilling’ a contract comprise the ‘costs that relate directly to the
contract’. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract
(examples would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling
contracts. The amendment is essentially a clarification and the Group does not expect the amendment to
The amendment clarifies which fees an entity includes when it applies the ‘10 percent’ test of Ind AS 109 in
assessing whether to derecognise a financial liability. The Group does not expect the amendment to have any
significant impact in its financial statements.
The amendments remove the illustration of the reimbursement of leasehold improvements by the lessor in
order to resolve any potential confusion regarding the treatment of lease incentives that might arise because
of how lease incentives were described in that illustration. The Group does not expect the amendment to have
3. Significant Accounting Policies
3.1 Functional and presentation currency
These financial statements are presented in Indian Rupees (INR), which is also the Company’s functional
currency. All amounts have been rounded-off to the nearest lakhs, unless otherwise indicated.

203
3.2 Property, plant and equipment
All items of property, plant and equipment are stated at historical cost less depreciation. Historical cost
includes expenditure that is directly attributable to the acquisition of the items. The gain or loss arising on the
disposal or retirement of an item of property, plant and equipment is determined as the difference between the
sales proceeds and the carrying amount of the asset and is recognized in the Statement of Profit and Loss on
the date of disposal or retirement.
only when future economic benefits associated with the item are probable to flow to the Group and cost of the
item can be measured reliably. All other repair and maintenance are charged to the statement of profit and
For entities other than subsidiaries incorporated outside India i.e. MEL Power Systems FZC and STI SRL,
depreciation on property, plant and equipment is provided on written down value method over the useful lives
of assets as prescribed under Schedule II to the Companies Act, 2013. Based on past experience and internal
technical evaluation, the management believes that these useful lives represent the appropriate period of
usage and therefore, considered to be appropriate for charging depreciation. In case of subsidiaries
incorporated outside India, depreciation on property, plant and equipment is provided on a straight-line basis
over the expected useful life and in case of STI S.R.L. for the first year of entry into operations of the assets,
they are reduced by 50% as representative of the effective participation in the production process which can
be considered as average at half year.
Depreciation on addition (disposal) is provided on a pro-rata basis i.e. from (upto) the date on which assets is
ready for use (disposed of).
The estimated useful lives of the property, plant and equipment considered by the Company are as follows:
Tangible Assets Estimated uesful life (in Years)
Buildings 30
Plant and machinery 15
Plant and machinery – Drilling Rig 30
Computers 3
Furniture and fixtures 10
Vehicles 8
Office equipment 3-5
Leasehold improvements are amortised over the lower of estimated useful life as per Schedule II or intended
lease period.
Assets residual values, depreciation method and useful lives are reviewed at the end of financial year
considering the physical condition of the assets or whenever there are indicators for review and adjusts
residual life prospectively.
Derecognition
An item of property, plant and equipment and any significant component initially recognised is derecognised
upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss
arising on derecognition of the asset / significant component (calculated as the difference between the net
disposal proceeds and the carrying amount of the asset / significant component) is recognised in statement of
profit and loss, when the asset is derecognised.
3.3 Investment Property
Investment property is property held either to earn rental income or for capital appreciation or for both, but not
for sale in the ordinary course of business, use in the production or supply of goods or services or for
administrative purposes. Upon initial recognition, an investment property is measured at cost. Subsequent to
initial recognition, investment property is measured at cost less accumulated depreciation and accumulated
204
only when future economic benefits associated with the item are probable to flow to the Group and cost of the
item can be measured reliably. All other repair and maintenance are charged to the statement of profit and
Depreciation on investment property is provided on the written down value method over their estimated useful
lives. However, where the management’s estimate of the remaining useful life of the assets on a review
subsequent to the time of acquisition is different, then depreciation is provided over the remaining useful life
based on the revised useful life.
3.4 Intangible assets
Identifiable intangible assets are recognised when the Group controls the asset, it is probable that future
economic benefits attributed to the asset will flow to the Group and the cost of the asset can be reliably
measured.
At initial recognition, the separately acquired intangible assets are recognised at cost. Following initial
recognition, the intangible assets are carried at cost less any accumulated amortisation and accumulated
For entities other than subsidiaries incorporated outside India, intangible assets, other than license and
intellectual property rights, are amortised on a written down value method in accordance with the useful life
prescribed in Schedule II to the Act. In case of subsidiaries incorporated outside India, intangible assets are
amortised on a straight-line basis over their estimated useful life.
The estimated useful lives of the intangible assets considered by the Company are as follows:
Intangible Assets Estimated uesful life (in Years)

Software 3
License and Intellectual Property Rights are amortised on a straight-line basis over a period of five years.
The amortisation period and the amortisation method are reviewed at least at each financial year end. If the
expected useful life of the asset is significantly different from previous estimates, the amortisation period is
changed accordingly. Gains or losses arising from the retirement or disposal of an intangible asset are
determined as the difference between the net disposal proceeds and the carrying amount of the asset and
recognised as income or expense in the statement of profit and loss.
3.5 Assets held for sale
Non-current assets, or disposal groups are classified as held for sale if its carrying amount will be recovered
principally through sale rather than through continuing use, it is available for immediate sale and sale is highly
probable within one year.
On initial classification as held for sale, assets and disposal groups are measured at the lower of previous
carrying amount and fair value less costs to sell with any adjustments taken to the statement of profit and loss.
The same applies to gains and losses on subsequent remeasurement although gains are not recognised in
excess of any cumulative impairment loss. Any impairment loss on a disposal group is first allocated to
goodwill, and then to remaining assets and liabilities on a pro-rata basis, except that no loss is allocated to
inventories, financial assets, deferred tax assets, employee benefit assets and investment property, which
continue to be measured in accordance with the accounting policies. Intangible assets and property, plant
and equipment once classified as held for sale or distribution are not amortised or depreciated.
3.6 Foreign currency translation
Initial recognition
Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency
amount the exchange rate between the reporting currency and the foreign currency at the date of the
transaction.
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Conversion
Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried
in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date
of the transaction. Non-monetary items, which are measured at fair value or other similar valuation
denominated in a foreign currency, are translated using the exchange rate at the date when such value was
determined.
Exchange differences
Exchange differences arising on the settlement of monetary items or on reporting monetary items of Group at
rates different from those at which they were initially recorded during the year, or reported in previous financial
statements, are recognised as income or as expenses in the year in which they arise except those arising
from investments in non-integral operations.
3.7 Taxes
Tax expense comprises of current and deferred tax.
The income tax expense or credit for the period is the tax payable on the current period’s taxable income
based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable
to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at
the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect
to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where
appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income
tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the
reporting period and are expected to apply when the related deferred income tax asset is realised or the
deferred income tax liability is settled.
Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax
assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either
to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in the statement of profit and loss, except to the extent that it relates to
items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised
in other comprehensive income or directly in equity respectively.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset
to be recovered.
Minimum alternate tax (MAT) paid in a year is charged to the Statement of profit and loss as current tax.
Minimum Alternative Tax (“MAT”) credit is recognised as deferred tax asset based on evidence that the Group
will pay normal income tax during the specified period. Significant judgments are involved in determining the
future taxable income and future book profits, including amount of MAT credit available for set-off.
3.8 Inventories
Inventories are valued at the lower of cost and the net realisable value after providing for obsolescence and
other losses, where considered necessary. Cost includes all charges in bringing the goods, including freight,
octroi and other levies.

206
Cost is determined under the weighted average cost method and includes all costs incurred in bringing the
inventories to their present location and condition.
Cost of finished goods and work in progress further includes direct labour and an appropriate share of
production overheads as applicable.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated cost of
completion and the estimated costs necessary to make the sale.
Due allowances are made for defective, obsolete and slow-moving inventory, wherever necessary, based on
management estimates and past experiences of the Group.
3.9 Revenue recognition
Revenue from contract with customers is recognized when the Group satisfies the performance obligation by
transfer of control of promised product or service to customers in an amount that reflects the consideration
which the Group expects to receive in exchange for those products or services. Control is defined as the
ability to direct the use of and obtain substantially all of the economic benefits from an asset. Revenue
excludes taxes collected from customers.
Revenue is measured based on the transaction price, which is the expected consideration to be received, to
the extent that it is highly probable that there will not be a significant reversal of revenue in future periods. If the
consideration in a contract includes a variable amount, at the inception of the contract, the Group estimates
the amount of consideration to which it will be entitled in exchange for transferring the goods or services to the
customer.
At the inception of the contract, the Group identifies the goods or services promised in the contract and
assess which of the promised goods or services shall be identified as separate performance obligations.
Promised goods or services give rise to separate performance obligations if they are capable of being distinct.
Revenue from the delivery of products is recognised at the point in time when control over the products is
passed to the customers, which is determined based on the individual terms agreed in the customer contract.
Revenue from support services is recognized on rendering of services in accordance with the contractual
agreement with the customers.
Contract balances:
The Group classifies the right to consideration in exchange for deliverables as either a receivable or as
unbilled revenue. A receivable is a right to consideration that is unconditional upon passage of time. Contract
asset, which is presented as unbilled revenue, is classified as non-financial asset as the contractual right to
consideration is dependent on completion of contractual milestones.
A contract liability is the obligation to transfer goods or services to a customer for which the Group has
received consideration (or an amount of consideration is due) from the customer. If a customer pays
consideration before the Group transfers goods or services to the customer, a contract liability is recognised
when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as
revenue when the Group performs under the contract. Contract liabilities include, and are presented as
‘Revenue received in advance’ and ‘Advances from customers’.
3.10 Other income
Interest income
Interest income is recognized as it accrues in the statement of profit and loss using effective interest rate
method.
Duty drawback
Duty drawback is recognized basis entitlement upon exports made. Provision is made for duty drawback
entitlement pending to be received towards end of the year on exports made during the year.

207
Net gain loss on fair value change
The Group recognises gains on fair value change of financial assets measured at FVTPL and realised gains
on derecognition of financial asset measured at FVTPL on net basis. However, net gain / loss on
derecognition of financial instruments classified as amortised cost is presented separately under the
respective head in the statement of profit and loss.
3.11 Financial instruments:
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.
i. Financial assets
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at
fair value through profit and loss, transaction costs that are attributable to the acquisition of the financial
asset.
For purposes of subsequent measurement, financial assets are classified as:
• Debt instruments assets at amortised cost
• Equity instrument measured at fair value through profit or loss (FVTPL)
When assets are measured at fair value, gains and losses are either recognised entirely in the statement
of profit and loss (i.e. fair value through profit and loss), or recognised in other comprehensive income
(i.e. fair value through other comprehensive income).
Debt instruments at amortised cost
A debt instrument is measured at amortised cost (net of any write down for impairment) if both the
following conditions are met:
• the asset is held to collect the contractual cash flows (rather than to sell the instrument prior to its
contractual maturity to realise its fair value changes), and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest (“SPPI”) on the principal amount outstanding.
Such financial assets are subsequently measured at amortised cost using the effective interest rate
(EIR) method. Amortised cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in
finance income in the profit and loss. The losses arising from impairment are recognised statement of
profit and loss. This category generally applies to trade and other receivables
Financial assets at fair value through OCI (FVTOCI)
A financial asset that meets the following two conditions is measured at fair value through OCI unless the
asset is designated at fair value through profit and loss under fair value option.
• The financial asset is held both to collect contractual cash flows and to sell.
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
Instruments included within the FVTOCI category are measured initially as well as at each reporting date
at fair value. Fair value movements are recognized in OCI. However, the Group recognizes interest
income, impairment losses & reversals and foreign exchange gain or loss in the Profit and Loss. On
derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the
equity to Profit and Loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest
income using the EIR method.

208
Financial assets at fair value through profit and loss (FVTPL)
FVTPL is a residual category for Group’s investment instruments. Any instruments which does not meet
the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.
All investments included within the FVTPL category are measured at fair value with all changes
recognized in the Profit and Loss
In addition, the Group may elect to designate an instrument, which otherwise meets amortized cost or
FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a
measurement or recognition inconsistency (referred to as ‘accounting mismatch’).
Equity investments
All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are
held for trading are classified as at FVTPL. For all other equity instruments, the Group may make an
irrevocable election to present in other comprehensive income subsequent changes in the fair value.
The Group has not made any such election. This classification is made on initial recognition and is
irrevocable.
If the Group decides to classify an equity instrument as at FVOCI, then all fair value changes on the
instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from
OCI to P&L, even on sale of investment, However, the Group may transfer the cumulative gain or loss
within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes
recognized in the P&L.
Equity investment in subsidiary are measured at cost.
Derecognition
When the Group has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-
through’ arrangement; it evaluates if and to what extent it has retained the risks and rewards of
ownership.
A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial
assets) is primarily derecognised when:
• The rights to receive cash flows from the asset have expired, or
• Based on above evaluation, either
(a) the Group has transferred substantially all the risks and rewards of the asset, or
(b) the Group has neither transferred nor retained substantially all the risks and rewards of the
asset, but has transferred control of the asset.
When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor
transferred control of the asset, the Group continues to recognise the transferred asset to the extent of
the Group’s continuing involvement. In that case, the Group also recognises an associated liability. The
transferred asset and the associated liability are measured on a bases that reflect the rights and
obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the
lower of the original carrying amount of the asset and the maximum amount of consideration that the
Group could be required to repay.
Impairment of financial assets
The Group assesses at each date of balance sheet whether a financial asset or a group of financial
assets is impaired. Ind AS 109 (‘Financial instruments’) requires expected credit losses to be measured
through a loss allowance. The Group recognizes lifetime expected losses for all contract assets and / or
all trade receivables that do not constitute a financing transaction. For all other financial assets,
expected credit losses are measured at an amount equal to the 12-month expected credit losses or at an
amount equal to the life time expected credit losses if the credit risk on the financial asset has increased
significantly since initial recognition.

209
ii. Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit
and loss or at amortised cost, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings, net of
directly attributable transaction costs.
The Group’s financial liabilities include trade payables and other payables.
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at amortised cost
After initial recognition, interest-bearing loans and borrowings and other payables are subsequently
measured at amortised cost using the EIR method. Gains and losses are recognised in profit and loss
when the liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or
costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the
statement of profit and loss.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the derecognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts is recognised in the statement of profit and loss.
iii. Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if
there is a currently enforceable legal right to offset the recognised amounts and there is an intention to
settle on a net basis, to realise the assets and settle the liabilities simultaneously.
iv. Reclassification of financial assets
The Group determines classification of financial assets and liabilities on initial recognition. After initial
recognition, no reclassification is made for financial assets which are equity instruments and financial
liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a
change in the business model for managing those assets. Changes to the business model are expected
to be infrequent. The Group’s senior management determines change in the business model as a result
of external or internal changes which are significant to the Group’s operations. Such changes are
evident to external parties. A change in the business model occurs when the Group either begins or
ceases to perform an activity that is significant to its operations. If the Group reclassifies financial assets,
it applies the reclassification prospectively from the reclassification date which is the first day of the
immediately next reporting period following the change in business model. The Group does not restate
any previously recognised gains, losses (including impairment gains or losses) or interest.
3.12 Impairment of non-financial assets
Non-financial assets including Property, plant and equipment with finite life are evaluated for recoverability
whenever there is any indication that their carrying amounts may not be recoverable. If any such indication
exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined
on an individual asset basis unless the asset does not generate cash flows that are largely independent of
those from other assets. In such cases, the recoverable amount is determined for the CGU to which the asset
belongs.

210
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying
amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the
consolidated statement of profit and loss.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is
an indication that previously recognised impairment losses no longer exist or have decreased. If such
indication exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously recognised
impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s
recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying
amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would
have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior
years. Such reversal is recognised in the consolidated statement of profit and loss unless the asset is carried
at a revalued amount, in which case, the reversal is treated as a revaluation increase.
3.13 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank, cash in hand and short-term investments with an original
maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term
deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the
Group’s cash management.
3.14 Provisions, contingent liabilities and contingent assets
Provision
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past
events, it is probable that an outflow of resources will be required to settle the obligation and the amount can
be reliably estimated. Provisions are not recognised for future operating losses. Provision are measured at
the present value of management’s best estimate of the expenditure required to settle the present obligation
at the end of the reporting period. Provisions are reviewed at each balance sheet date and adjusted to reflect
the current best estimates.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that
reflects current market assessments of the time value of money and the risks specific to the liability. The
increase in the provision due to the passage of time is recognised as finance cost.
Provision for warranty
Product warranty costs are accrued in the year of sale of products, based on past experiences. The Group
periodically reviews the adequacy of product warranties and adjust warranty percentage and warranty
provisions for actual experience, if necessary.
Contingent liabilities and contingent assets
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence
of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events
not wholly within the control of the Group or a present obligation that arises from past events where it is either
not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot
be made. Information on contingent liability is disclosed in the Notes to the Financial Statements
Contingent assets are not recognized in the financial statements. However, it is disclosed only when an inflow
of economic benefits is probable.
3.15 Government grants
Grants from the government are recognised where there is reasonable assurance that the grant will be
received and the Group will comply with required conditions. Export incentive under duty drawback are
accrued when no significant uncertainties as to the amount of consideration that would be derived and as to
its ultimate collection exist.

211
3.16 Borrowing costs
'Borrowing costs are interest and other costs (including exchange differences relating to foreign currency
borrowings to the extent that they are regarded as an adjustment to interest costs) incurred in connection with
the borrowing of funds.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which
are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are
added to the cost of those assets, until such time as the assets are substantially ready for their intended use or
sale.
Interest income earned on the temporary investment of specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in the statement of profit and loss in the period in which they are
incurred.
3.17 Employee benefits
Short-term employee benefits:
All employee benefits payable wholly within twelve months of rendering the service are classified as short-
term employee benefits. These benefits include salary, wages, short-term compensated absences,
performance incentives, etc. The undiscounted amount of short -term employee benefits expected to be paid
in exchange for the services rendered by employees is recognized during the period of rendering of service by
the employee.
Long-term employee benefits:
The Group’s contribution to provident fund, superannuation fund, employee state insurance scheme
and labour welfare fund are considered as defined contribution plans. The Group’s contribution paid /
payable under the plans are recognised as an expense in the consolidated statement of profit and loss
during the period in which the employee renders the related service.
(ii) Defined benefits plan:
Post-employment benefit:
The Company’s gratuity scheme is a defined benefit plan. The Company’s net obligation in respect of the
gratuity benefit scheme is calculated by estimating the amount of future benefit that employees have
earned in return for their service in the current and prior periods; that benefit is discounted to determine
its present value. The present value of the obligation under such defined benefit plan is determined
based on independent actuarial valuation at the balance sheet date using the Projected Unit Credit
Method, which recognizes each period of service as giving rise to additional unit of employee benefit
entitlement and measures each unit separately to build up the final obligation. The obligation is
measured at the present value of the estimated future cash flows. The discount rates used for
determining the present value of the obligation under defined benefit plan are based on the market yields
on Government securities as at the balance sheet date. Actuarial gains and losses are recognized
immediately in the consolidated statement of profit and loss.
Other long-term employment benefit:
The employees can carry-forward a portion of the unutilised accrued compensated absences and utilise
it in future service periods or receive encashment on termination of employment. Since the
compensated absences do not fall due wholly within twelve months after the end of the period in which
the employees render the related service and are also not expected to be utilized wholly within twelve
months after the end of such period, the benefit is classified as a long-term employee benefit. The Group
records an obligation for such compensated absences in the period in which the employee renders the
services that increase this entitlement. The obligation is measured on the basis of independent actuarial
valuation using the projected unit credit method.

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3.18 Leases
At inception of contract, the Group assesses whether the Contract is, or contains, a lease. A contract is,
or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of
time in exchange for consideration. At inception or on reassessment of a contract that contains a lease
component, the Group allocates consideration in the contract to each lease component on the basis of
their relative consolidated price.
As a lessee:
Leases are recognised as a Right-of-Use (RoU) asset at cost with a corresponding lease liability, except
for leases with term of less than twelve months (short term) and low-value assets in accordance with Ind
AS 116 ‘Leases’.
The cost of the right-of-use assets comprises the amount of the initial measurement of the lease liability,
any lease payments made at or before the inception date of the lease plus any initial direct costs etc.
Subsequently, the right-of-use asset is measured at cost less any accumulated depreciation and
accumulated impairment losses, if any. The right-of-use asset is depreciated using the straight-line
method from the commencement date over the shorter of lease term or useful life of right-of-use assets.
For lease liabilities at the commencement date, the Group measures the lease liability at the present
value of the lease payments that are not paid at that date. The lease payments are discounted using the
interest rate implicit in the lease, if that rate is readily determined, if that rate is not readily determined, the
lease payments are discounted using the incremental borrowing rate.
For short-term and low value leases, the Group recognizes the lease payments as an operating expense
in the Statement of Profit and Loss on a straight-line basis over the lease term.
As a lessor:
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of
an asset are classified as operating leases. Rental income on such operating leases are recognised in the
statement of profit and loss on an accrual basis in accordance with the lease agreement. Initial direct costs
incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset
and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as
revenue in the period in which they are earned.
3.19 Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs)
and the redemption amount is recognised in the statement of profit and loss over the period of the borrowings
using the effective interest method.
Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged,
cancelled or expired. The difference between the carrying amount of a financial liability that has been
extinguished or transferred to another party and the consideration paid, including any non-cash assets
transferred or liabilities assumed, is recognised in the statement of profit and loss as other gains/(losses).
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement
of the liability for at least 12 months after the reporting period.
3.20 Earnings per share
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted
for the effects of all dilutive potential equity shares.

213
3.21 Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the
financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment
is not due within 12 months after the reporting period.
3.22 Dividends
Provision is made for the amount of any dividend declared, being appropriately authorized and no longer at
the discretion of the Group, on or before the end of the reporting period but not distributed at the end of the
reporting period.
3.23 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief
Operating Decision Maker (“CODM”) of the Group.

214
4 Property, plant and equipment
215
Particulars Freehold Buildings Plant and machinery Computers Furniture and Leasehold Vehicles Office Total
land (including drilling rig) fixtures improvements equipments
Gross block:
As at 31 March 2020 152.47 1,871.79 1,520.37 24.69 64.71 17.48 147.40 32.13 3,831.04
Additions - 51.41 17.13 10.53 8.13 - 54.00 32.85 174.05

Disposals - - (38.02) - - - (17.57) (0.16) (55.75)
Foreign currency translations 0.41 2.31 - (0.02) 0.15 - 1.19 0.71 4.75

As at 31 March 2021 152.88 1,925.51 1,499.48 35.20 72.99 17.48 185.02 65.53 3,954.09
Additions - 351.33 334.96 23.62 47.11 - 33.28 112.42 902.72

Disposals - - (359.19) - - - - (3.41) (362.60)
Foreign currency translations (0.31) (3.24) 0.01 0.02 (0.09) - (1.57) (0.70) (5.88)
at 31 March 2022 152.57 2,273.60 1,475.26 58.84 120.01 17.48 216.73 173.84 4,488.33
Accumulated depreciation:
As at 31 March 2020 - 184.81 216.41 10.93 19.58 4.52 29.52 9.77 475.54
Disposals - - (10.37) - - - (8.71) (0.13) (19.21)
Foreign currency translations - 0.49 - (0.01) 0.10 - 0.35 0.28 1.21
As at 31 March 2021 - 354.55 396.39 19.53 31.42 7.87 53.58 17.80 881.14
Disposals - - (244.95) - - - - (2.90) (247.85)
Foreign currency translations - (0.74) 0.01 0.02 (0.07) - (0.57) (0.34) (1.69)
As at 31 March 2022 - 526.17 346.81 36.01 45.59 10.35 92.41 45.32 1,102.66
Net block:
As at 31 March 2021 152.88 1,570.96 1,103.09 15.67 41.57 9.61 131.44 47.73 3,072.95
As at 31 March 2022 152.57 1,747.43 1,128.45 22.83 74.42 7.13 124.32 128.52 3,385.67
Notes:
1. Refer note 23 and 26 for information on property, plant and equipment pledged as security by the Group.
2. Refer note 49 for disclosure of contractual commitments for the acquisition of property, plant and equipment.
5 Right-of-use assets
Particulars Premises Equipment Land Total
Gross block:
As at 31 March 2020 735.51 148.34 395.96 1,279.80
Additions 1.28 - - 1.28
Disposals - - - -
As at 31 March 2021 736.79 148.34 395.96 1,281.08
Additions - - - -
Disposals - - - -
As at 31 March 2022 736.79 148.34 395.96 1,281.08
As at 31 March 2020 236.02 37.36 22.48 295.85
Disposals - - - -
As at 31 March 2021 485.11 74.62 44.90 604.62
Disposals - - - -
As at 31 March 2022 704.51 111.88 67.32 883.71
Net block:
As at 31 March 2021 251.68 73.72 351.06 676.46
As at 31 March 2022 32.28 36.46 328.64 397.38
6. Capital work in progress

Particulars Amount
Capitalised during the year (151.44)
As at 31 March 2022 198.79
For Capital work in progress ageing, refer note 54.

216
7 Investment property
Particulars Buildings
Gross block:
As at 31 March 2020 715.99
Additions -
Disposals -
As at 31 March 2021 715.99
Additions -
Disposals -
As at 31 March 2022 715.99
As at 31 March 2020 75.74
Disposals -
As at 31 March 2021 143.47
Disposals -
As at 31 March 2022 204.03
Net block:
As at 31 March 2021 572.52
As at 31 March 2022 511.96
Notes
(i) Investment property comprise of a commercial building that is leased to third party. Subsequent renewal of
license agreement are negotiated with the tenant and average renewal period ranges between three and five
years.
(ii) Refer note 23 and 26 for information on investment property pledged as security by the Group.
(iii) (a) As at 31 March 2022, the fair value of the property is Rs. 2,917.04 lakhs. This valuation is based on valuation
performed by an accredited independent valuer.
In the previous year, the Group has not obtained valuation report from an independent registered valuer to
determine the fair value of its investment property as at 31 March 2021. Accordingly, fair value disclosure as
required under Ind AS 40 - Investment Property is not provided for the previous year.
(b) The fair value of the Group's investment property has been arrived at using Composite rate method. Under
Composite rate method, rate is arrived using comparable sales instance for similar property with same
specification in the adjoining locality and further adjusted for depreciation on building component. The main
inputs used are age of the building, life of the building, salvage value and composite rate.
(c) Details of the Group's investment property and information about the fair value hierarchy is as follows:
Particulars As at
31 March 2022
Assets for which fair values are disclosed
Investment property
Level 1 -
Level 2 -
Level 3 2,917.04

217
(d) Amounts recognised in statement of profit and loss related to investment properties (excluding depreciation
and finance costs)
Particulars Year ended Year ended
31 March 2022 31 March 2021
Rental income from investment property 100.88 92.47
Direct operating expenses arising from investment property that 8.76 5.10
generated rental income during the year
Direct operating expenses arising from investment property that did - -
not generate rental income during the year
8 Other intangible assets

Particulars License Softwares Intellectual Other intangible Total
Property assets of foreign
Rights step down
subsidiary
Gross block:
As at 31 March 2020 33.75 48.61 100.00 272.49 454.85
Additions 33.75 34.88 - 196.25 264.88
Disposals - - - -
Foreign currency translations - 0.39 - 12.72 13.11
As at 31 March 2021 67.50 83.88 100.00 481.46 732.84
Additions - 6.60 60.20 269.67 336.47

Disposals - - (160.20) - (160.80)
Foreign currency translations - (0.58) - (15.58) (16.16)
As at 31 March 2022 67.50 89.90 - 735.55 892.95
Accumulated amortization :
As at 31 March 2020 3.10 19.80 16.71 50.77 90.38
Charge for the year 11.51 19.75 18.48 61.78 111.52
Disposals - - - - -
Foreign currency translations - - - 2.80 2.80
As at 31 March 2021 14.61 39.55 35.19 115.35 204.70
Charge for the year 14.92 15.42 4.59 88.99 123.92

Disposals - - (39.78) - (39.78)
Foreign currency translations - (0.05) - (4.04) (4.09)
As at 31 March 2022 29.53 54.92 - 200.30 284.75
Net block:
As at 31 March 2021 52.89 44.33 64.81 366.11 528.14
As at 31 March 2022 37.97 34.98 - 535.25 608.20
8(i) Intangible assets under development

Particulars Amount
As at 31 March 2022 4.50
For Intangible assets under development ageing, refer note 55.

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9 Investments (Non-current)
31 March 2022 31 March 2021
Measured at fair value through Profit & Loss:
(i) Investments in equity instruments of other companies (unquoted):
Investment in other companies 325.44 333.86
Measured at equity accounting
(ii) Investment in jointly controlled entity:
Capital in Automatic Electronic Controls Manufacturing Co. 2.76
(a partnership firm)
325.44 336.62
Aggregate amount of quoted investments - -

Aggregate market value of quoted investments - -
Aggregate amount of unquoted investments 325.44 336.62
Aggregate amount of impairment in value of investment - -
Note:
Details of investments in partnership firms
Name of Partner As at As at
31 March 2022 31 March 2021
% Share Capital % Share Capital
Automatic Electronic Controls Manufacturing Co.:
Marine Electricals (India) Limited - - 50% 2.76
KDU Enterprises Private Limited - - 50% 4.16
- 6.92
10 Other financial assets (Non-current)

31 March 2022 31 March 2021
Lease deposits:
- others - 4.72
Margin money deposits * 352.60 301.01
378.01 635.39

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11 Deferred tax assets (net)
31 March 2022 31 March 2021
Deferred tax assets:
Provision allowed under tax on payment basis 99.12 82.61
Share issue expenses allowable u/s 35D of the Income-tax Act, 1961 10.04 20.08
Measurement of financial assets and liabilities at amortised cost, net 29.81 25.34
Ind AS 116 - "Leases” 38.62 38.31
Others 2.74 2.64
Total deferred tax asset (A) 180.33 168.98
Deferred tax liabilities

Accelerated depreciation for tax purpose 73.75 109.15
Ind AS 115 - "Revenue from contracts with customers" 4.42 30.66
Total deferred tax liabilities (B) 78.17 139.81
Net Deferred tax Assets (A-B) 102.16 29.17
12 Other non-current assets

31 March 2022 31 March 2021
Capital advances 29.63 8.55
Advance towards purchase of equity instruments (Refer note 66) 841.40 -
997.04 46.08
13 Non-current tax assets (net)

31 March 2022 31 March 2021
Advance tax and tax deducted at source (net of provision for tax) 41.66 129.41
41.66 129.41
14 Inventories
(valued at lower of cost and net realisable value, unless otherwise stated)
31 March 2022 31 March 2021
Raw materials 3,405.32 3,178.47
Finished goods 50.39 21.33
7,912.31 7,920.17
Refer note 23 and 26 for details of inventories pledged against borrowings by the Company.

220
15 Trade receivables
31 March 2022 31 March 2021
Trade receivables 17,334.15 17,457.97
17,217.98 17,340.18
Refer note 23 and 26 for details of trade receivables pledged against borrowings by the Company.
Refer note 43 for details about related party trade receivables.
Refer note 46 for information about credit risk and market risk of trade receivables.
For trade receivables ageing, refer note 52.
16 Cash and cash equivalents

31 March 2022 31 March 2021
Balances with banks:
- in EEFC account 1.60 52.78
144.26 426.38
17 Bank balances other than cash and cash equivalents

31 March 2022 31 March 2021
759.57 938.84
18 Loans (Current)
31 March 2022 31 March 2021
Loans 735.94 747.50
Staff loans and advances 64.41 69.84
Loans receivables - credit impaired 13.66 23.66

807.44 825.52
Refer note 46 for information about credit risk and market risk of loans.
Notes:
There are no outstanding loans or advances in the nature of loans granted to Promoters, Directors, key
management personnel and their related parties (as defined under Companies Act, 2013), either severally or jointly
with any other person.

221
19 Other financial assets (Current)
31 March 2022 31 March 2021
Lease deposits:
- related parties (Refer note 43) 338.48 -
- others 14.04 8.04
Interest accrued on deposits 55.29 82.05
Unsecured, considered doubtful :

438.78 114.12
20 Other current assets

31 March 2022 31 March 2021
Balances with government authorities 800.85 650.59
Contract assets 14.46 183.48
Advances to suppliers
- others 1,183.70 2,231.00
3,110.89 4,730.71
21 Equity share capital

31 March 2022 31 March 2021
Authorised :
15,00,00,000 (31 March 2021: 15,00,00,000) 3,000.00 3,000.00
equity shares of Rs. 2 each (31 March 2021: Rs 2 each)
3,000.00 3,000.00
Issued, subscribed and paid-up capital :
12,26,65,250 (31 March 2021: 12,26,65,250) 2,453.31 2,453.31
equity shares of Rs. 2 each (31 March 2021Rs 2 each) fully paid-up
2,453.31 2,453.31
a) Reconciliation of the number of shares:

31 March 2022 31 March 2021
No. of Shares Amount No. of Shares Amount
Outstanding as at the beginning of the year 12,26,65,250 2,453.31 2,45,33,050 2,453.31
Equity shares arising on sub division of
face value from Rs 10/- to Rs 2/- per share # - - 9,81,32,200 -
Outstanding as at the end of the year 12,26,65,250 2,453.31 12,26,65,250 2,453.31

222
# The equity shares of the Company, during the previous year, have been sub-divided from existing face value of Rs
ballot resolution on 04 February 2021.
b) Rights, preference and restrictions attached to the equity shares:
The Company has single class of equity shares having a par value of Rs. 2 each. Each holder of equity shares is
entitled to one vote per share.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the
remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in
proportion to the number of equity shares held by the shareholders.
c) List of shareholders holding more than 5% shares of a class of shares :
As at As at
31 March 2022 31 March 2021
Mr. Venkatesh K. Uchil 2,67,72,375 21.83% 2,67,72,375 21.83%
d) Details of shares held by the holding company

As at As at
31 March 2022 31 March 2021
e) Disclosure of shareholding of promoters

Promoter's name As at As at % changes
31 March 2022 31 March 2021 during the year
Mr. Vinay K. Uchil 9,000 0.01% 1,000 0.001% 0.001%
9,01,89,250 73.52% 9,01,81,250 73.52% 0.01%
Promoter's name As at As at % changes
31 March 2021 31 March 2020 during the year
Mr. Vinay K. Uchil 1,000 0.001% 1,000 0.001% -
9,01,81,250 73.52% 9,01,81,250 73.52% -
* The equity shares of the Company, during the previous year, have been sub-divided from existing face value of
postal ballot resolution on 04 February 2021. Accordingly, number of shares as at 31 March 2020 have been
computed on the basis of new number of equity shares.

223
f) The Company has neither allotted any fully paid-up equity share by way of bonus shares, or in pursuant to
contract without payment being received in cash nor has bought back any class of equity shares during the
period of five year immediately preceding the balance sheet date.
22 Other equity
31 March 2022 31 March 2021
Securities premium 3,983.54 3,983.54
General reserve 708.10 708.10
Retained earnings 9,459.58 8,406.84
Other comprehensive income 580.09 500.34
Other component of equity 196.87 170.05
Capital reserve 76.88 76.88
15,005.06 13,845.75
Nature and purpose of reserves:
Securities premium: Securities premium is used to record the premium on issue of shares. The reserve is utilized
in accordance with the provision of the Companies Act, 2013.
General reserve: General reserve is created from time to time by way of transfer of profits from retained earnings for
appropriation purposes. General reserve is created by a transfer of one component of equity to another.
Retained earnings: Retained earnings represents surplus / accumulated earnings of the Company and are
available for distribution to shareholders. Further, it also includes the impact of remeasurements of the defined
benefit obligations, net of tax.
Other comprehensive income: Exchange differences arising on translation of the foreign operations are
recognised in other comprehensive income and accumulated in a separate reserve within equity. The cumulative
amount is reclassified to profit or loss when the net investment is disposed-off.
Other component of equity: Other component of equity represents fair value of financial guarantee.
Capital reserve: Capital reserve is created for bargain purchase at the time of acquisitions.
23 Borrowings (Non-current)
31 March 2022 31 March 2021
Non current Current Non current Current
Secured :
Term loans :
(a) From banks :
(i) Vehicle loan {refer note (a) to (c)} 2.12 4.62 6.75 22.95
(ii)Other term loan {refer note (d) to (f)} 423.53 427.40 844.76 505.21
(b) From others:
Vehicle loan {refer note (g)} 13.61 3.77 - -
Unsecured :
Term loans :
(a) From banks {refer note (h) and (I)} - 7.91 9.85 31.27
(b) From others {refer note (k)} - - - 3.14
439.26 443.69 861.36 562.57

224
Note :
(a) Indian rupee vehicle loans from ICICI Bank Limited outstanding of Rs 2.73 lakhs as at 31 March 2022 (31 March
2021: Rs 4.08 lakhs) taken by the Company is secured against hypothecation of vehicles is repayable in 60
monthly installments. The loans carry interest ranging from 9.00% p.a. to 9.75% p.a. (31 March 2021: 9.00% p.a.
to 9.75% p.a.).
Indian rupee vehicle loan from ICICI Bank Limited outstanding of Rs 1.49 lakhs as at 31 March 2022 (31 March
2021: Rs 18.60 lakhs) taken by Narhari Engineering Works is secured against hypothecation of vehicle and is
repayable in 60 monthly installments. The loan carries an interest of 8.26% p.a. (31 March 2021: 8.26% p.a.).
(b) Indian rupee vehicle loan from Yes Bank Limited outstanding of Rs Nil as at 31 March 2022 (31 March 2021: Rs
2.97 lakhs) taken by the Company is secured against hypothecation of the vehicle is repayable in 37 monthly
installments. The loan carries an interest of NA (31 March 2021: 9.50% p.a.).
(c) Indian rupee vehicle loan from Axis Bank Limited outstanding of Rs 2.52 lakhs as at 31 March 2022 (31 March
2021: Rs 4.05 lakhs) taken by the Company is secured against hypothecation of the vehicle is repayable in 36
monthly installments. The loan carries an interest of 8.76% p.a. (31 March 2021: 8.76% p.a.).
(d) Indian rupee term loan from Kotak Mahindra Bank Limited outstanding of Rs 633.08 lakhs as at 31 March 2022
(31 March 2021: Rs 901.23 lakhs) taken by the Company is primarily secured by equitable mortgage of industrial
property at plot no. 54, 57, 55 and 56, Verna Industrial Estate, Phase IV, Salcete, Goa. The loan is repayable in 60
monthly installments. The loan carries an interest of K-MCLR 6M + Spread of 1.15% p.a. (31 March 2021: K-
MCLR 6M + Spread of 1.15% p.a.). The loan is backed by personal guarantee of Mr. Venkatesh Uchil and Mr.
Vinay Uchil and corporate guarantee of KDU Enterprises Private Limited, the Holding Company.
(e) Indian rupee term loan from Kotak Mahindra Bank Limited under Guaranteed Emergency Credit Line (GECL)
under ECLGS scheme outstanding of Rs 178.51 lakhs as at 31 March 2022 (31 March 2021: Rs 216.68 lakhs)
taken by the Company is secured by equitable mortgage of industrial property at plot no. 54, 57, 55 and 56, Verna
Industrial Estate, Phase IV, Salcete, Goa. The loan is repayable in 48 monthly installments including moratorium
of 12 months. The loan carries an interest of 8.00% p.a. (31 March 2021: 8.00% p.a.). The loan is backed by
personal guarantee of Mr. Venkatesh Uchil and Mr. Vinay Uchil and corporate guarantee of KDU Enterprises
Private Limited, the Holding Company.
(f) Indian rupee term loan from State Bank of India outstanding of Rs 39.34 lakhs as at 31 March 2022 (31 March
2021: Rs 232.06 lakhs) taken by the Company is primarily secured by hypothecation charge over inventory, book
debts and other movable current assets, present & future at Mumbai and both the Goa plants. The loan is
collaterally secured by:
(i) Commercial Building bearing Survey Number: A2, B1, B2, Ground Floor, situated at Unit No. A-2, B-1, B-2,
Ground Floor, Udyog Sadan No. 3, Industrial Computer & Software Premises Co-op. Society Ltd., Near
Seepz Bus Stop, Central Road, Seepz, Andheri East, Mumbai, 400093;
(ii) P & M at (a) B-1, Udyog Sadan- 3 Andheri and (b) 5-17/18 Goa;
(iii) Factory Land & Buildings bearing Survey Number: 30, situated at Plot No. 17 & 18, bearing Survey No. 30,
Verna Industrial Estate, Phase I, Village Nagoa, District Salcete, South Goa, Village Nagoa, District Salcete,
Goa, 403722;
(iv) Residential Building bearing Survey Number : 502A and 502B, situated at 502/A and 502/B, Fifth Floor,
Heritage, Hiranandani gardens, CTS Nos. 20(pt), 21(pt), 22(pt) and 30(pt), Powai, Mumbai, 400076;
(v) Commercial Building bearing Survey Number: D-1 & B-3, situated at Unit No. D-1 & B-3, Ground Floor,
Udyog Sadan No. 3, Industrial Computer & Software Premises Co-op. Society Ltd., Near Seepz Bus Stop,
Central Road, Seepz, Andheri East, Mumbai, 400093;
The loan is repayable in 24 monthly installments including moratorium of 6 months. The loan carries an
interest of 1 year MCLR with annual reset (31 March 2021: 1 year MCLR with annual reset). The loan is
backed by personal guarantee of Mr. Venkatesh Uchil and Mr. Vinay Uchil and corporate guarantee of KDU
Enterprises Private Limited, the Holding Company and Philins Industrial Corporation.

225
(g) Indian rupee vehicle loan from Kotak Mahindra Prime Ltd. outstanding of Rs 17.38 lakhs as at 31 March 2022 (31
March 2021: Rs Nil) taken by the Company is secured against hypothecation of vehicles is repayable in 60
monthly installments. The loans carries an interest of 7.72% p.a. (31 March 2021: NA)
(h) Indian rupee term loan from ICICI Bank Limited outstanding Rs Nil as at 31 March 2022 (31 March 2021: Rs
14.40 lakhs) taken by the Company. The loan is unsecured and is repayable in 15 monthly installments. The loan
carries an interest of NA (31 March 2021: 16.50% p.a.).
(i) Indian rupee term loan from Deutsche Bank outstanding of Rs 7.91 lakhs as at 31 March 2022 (31 March 2021:
Rs 26.72 lakhs) taken by Narhari Engineering Works. The loan is unsecured and is repayable in 36 monthly
installments. The loan carries an interest of 16.10% p.a. (31 March 2021: 18.00% p.a.).
(j) Indian rupee term loan from Tata Capital Financial Services Limited outstanding Rs Nil as at 31 March 2022 (31
March 2021: Rs 3.14 lakhs) taken by the Company. The loan is unsecured and is repayable in 12 monthly
installments. The loan carries an interest of NA (31 March 2021: 16.50% p.a).
Net Debt Reconciliation

31 March 2022 31 March 2021
Current borrowings 2,650.85 4,026.33
Non-current borrowings (including current maturities of long-term debts) 882.95 1,423.93
3,661.60 5,830.36

Cash flows (net) 263.02 172.23 (303.21) 132.04
Interest paid (368.82) (142.64) - (511.47)
Acquistions-Leases - - - -
Cash flows (net) (1,375.48) (551.96) (278.23) (2,205.67)
Interest paid (197.26) (99.87) - (297.13)
Acquistions-Leases - - - -
Balance as at 31 March 2022 2,650.85 882.95 127.80 3,661.60
24 Lease liabilities (refer note 45)

31 March 2022 31 March 2021
Current 68.23 248.06
Total 127.80 380.10

226
25 Provisions (Non-current)
31 March 2022 31 March 2021
Provision for employees benefits
Gratuity (refer note 42) 226.23 182.76
Compensated absences (refer note 42) 60.54 46.36
286.77 229.12
26 Borrowing (Current)
31 March 2022 31 March 2021
Secured
Cash credits from banks {refer note (a) to (e)} 1,975.06 3,037.39
Working capital demand loan {refer note (f)} 660.54 973.47
Current maturities of long-term borrowings (refer note 23) 443.69 562.57

Unsecured:
Loan from others {refer note (g) and (h)} 15.25 15.47
3,094.54 4,588.90
Notes:
a) Cash credit facility from Axis Bank Limited outstanding of Rs 43.97 lakhs as at 31 March 2022 (31 March 2021:
Rs 248.11 lakhs) carrying interest of REPO +5.25% (31 March 2021: 3 month MCLR + 2 bps) taken by the
Company is repayable on demand. These are secured by hypothecation of entire current assets including stock,
raw material, semi-finished goods, consumable stores, receivables, bills, deposits etc. and moveable fixed
assets both present and future of the Company in pari passu with other banks. The facility is collaterally secured
by exclusive charge on industrial property siutated at Plot No. C1, B-71 and C1, B-72, GIDC Industrial Estate,
Surat Hazira Road, Ichchpore, Bhatpore, Opp. GAIL Colony, Surat - 394510 and exclusive charge on land and
building at Plot No. N-51, 52, 59 & 60, Phase IV, Verna Industrial Estate, Salcete, Goa owned by the Company.
b) Cash credit facility from State Bank of India outstanding of Rs 1,410.27 lakhs as at 31 March 2022 (31 March
2021: Rs 2,696.73 lakhs) taken by the Company carrying interest of 2.75% above 6 M MCLR (31 March 2021:
3.5% above 1 year MCLR) taken by the company is repayable on demand. These are secured by 1st pari passu
hypothecation charge over inventory, book debts and other movable current assets, present & future at Mumbai
and Goa plants. The facility is collaterally secured by:
i) Equitable / Registered Mortgage of Unit No B-1, Ground Floor, Industrial Computer and Software Premises
Co-Op. Soc. Ltd., Udyog Sadan-3, Plot no-F-4+5+6, MIDC, Andheri (E), Mumbai owned by the Company;
ii) Equitable Mortgage on factory premises at S-17/18, Verna Industrial Estate, Phase-1, Verna Electronic City,
Salcete, Goa owned by the Company;
iii) Hypothecation of all Plant & Machinery, present and future at Mumbai and Goa plants;
iv) Equitable / Registered Mortgage on Unit No A-2, Ground Floor, Industrial Computer and Software Premises
Co-Op. Soc. Ltd., Udyog Sadan No.3, Central Road, Near Seepz Bus Depot, Andheri (E), Mumbai owned by
M/s Philins Industrial Corporation;
v) Equitable / Registered Mortgage of Unit No B-2, D-1, B-3 Ground Floor, Industrial Computer and Software
Premises Co-Op. Soc. Ltd., Udyog Sadan No.3, Central Road, Near Seepz Bus Depot, Andheri (E), Mumbai
owned by KDU Enterprises Pvt. Ltd.;

227
vi) Equitable / Registered Mortgage on 502/A and 502/B, Fifth Floor, Heritage, Hiranandani Gardens, CTS
Nos. 20(pt), 21(pt), 22(pt) and 30(pt), Powai, Mumbai - 400076 owned by Mr. Venkatesh Uchil.
guarantee of KDU Enterprises Private Limited, the Holding Company and Philins Industrial Corporation.
(c) Cash credit facility from ICICI Bank Limited outstanding of Rs Nil as at 31 March 2022 (31 March 2021: Rs 70.10
lakhs) carrying interest of NA (31 March 2021: I-MCLR 6M + 1.90% p.a.) taken by the Company is repayable on
demand. These are secured by first pari-passu hypothecation on firm's entire stocks of raw materials, semi-
finished and finished goods, consumable stores and spares and such other moveable, including book debts, bills
whether documentary or clean, outstanding monies, receivables, both present and future, in a form and manner
satisfactory to the Bank. The facility is collaterally secured by equitable mortgage of commercial property at C1
and C2, Udyog Sadan 3, MIDC, Andheri East, Mumbai which is owned by KDU Enterprises Limited, the Holding
Company, equitable mortgage of commercial property at Plot No.16, Road No. 9, MIDC, Andheri East, Mumbai
which is owned by the Company.
(d) Cash credit facility from DCB Bank Limited outstanding of Rs 73.69 lakhs as at 31 March 2022 (31 March 2021:
Rs 22.45 lakhs) taken by Narhari Engineering Works is carrying interest of EBLR + credit risk premium, as
applicable (31 March 2021: 3M MCLR + Spread, as applicable) is repayable on demand. These are secured by
hypothecation of stock & book debts & current assets. The loan is collaterally secured by hypothecation of entire
Plant & Machinery, furniture and fixtures and registered mortgage of property situated at 3/B, Shri Industrial
Estate, Near Dhavale Hospital, Boisar Road, Palghar - 401404.
The facility is backed by personal guarantee of Mr. Venkatesh Uchil and Mr.Vinay Uchil and corporate guarantee
of Marine Electricals (India) Limited.
(e) Cash credit facility from Indusind Bank outstanding of Rs 447.13 lakhs as at 31 March 2022 (31 March 2021: Rs
Nil) taken by the Company is carrying interest of Floating rate of 6M CD rate + 5.31% (31 March 2021: NA) is
repayable on demand. These are secured by first pari-passu charge on entire current assets of the Company.
The facility is collaterally secured by equitable mortgage of commercial property at Plot No.16, Road No. 9,
MIDC, Andheri East, Mumbai which is owned by the Company.
(f) Foreign currency working capital demand loan from Axis Bank Limited, Dubai outstanding of AED 31,90,389
equivalent to Rs. 660.54 lakhs as at 31 March 2022 (31 March 2021: AED 48,77,084 equivalent to Rs 973.47
lakhs) taken by MEL Power Systems FZC, a subsidiary company, carrying interest of 3M SOFR + 200 bps p.a.
(31 March 2021: 3M L + 200 bps p.a.) is repayable on demand. The loan is secured by
(i) SBLC from Axis Bank Ltd, India with tenure 15 days more than WC tenure;
(ii) Mortage over immovable property comprising of Land and Building at Plot No. 51, 52, 59 and 60, Phase IV,
Verna Electronic city, Salcete, Goa, India - 403722 owned by the Company;
(iii) Hypothecation of stock and assignment of receivables of the borrower on a pari passu basis;
(iv)Undated cheques equivalent to the facility amount and 6 month interest;.
guarantee of the Company.
(g) Interest free indian rupee unsecured loan from Electrovast Solutions outstanding of Rs 15.25 lakhs as at 31
March 2022 (31 March 2021: Rs 15.25 lakhs) taken by Eltech Engineers Madras Private Limited, a subsidiary
company, is repayable on demand.
(h) Interest free indian rupee unsecured loan from Sujay Kajarekar outstanding of Rs Nil as at 31 March 2022 (31
March 2021: Rs 0.12 lakhs) and from Sanjay Nikam of Rs Nil as at 31 March 2022 (31 March 2021: Rs 0.10 lakhs)
taken by Evigo Charging Consultants Private Limited, a subsidiary company, is repayable on demand.

228
27 Trade payables
31 March 2022 31 March 2021
Total outstanding dues to micro and small enterprises 87.64 58.11
Total outstanding dues to creditors other than micro and small enterprises* 12,231.55 12,641.27
12,319.19 12,699.38
* For details about related party trade payables, refer note 43.
For trade payables ageing, refer note 53.
28 Other financial liabilities (Current)

31 March 2022 31 March 2021
Interest accrued but not due on borrowings 4.19 6.63
Lease deposits 20.00 20.00
Employee dues payable 225.76 210.27
Unpaid dividends 0.92 -
Creditors for purchase of property, plant and equipment 305.59 31.59
556.46 268.49
29 Other current liabilities

31 March 2022 31 March 2021
Contract liabilities 1,221.33 1,064.42
Statutory dues payable 101.83 87.06
Other payables 857.81 919.48
2,180.97 2,070.96
30 Provision (Current)
31 March 2022 31 March 2021
Provision for employee benefits:
26.45 27.03
31 Current tax liabilities (net)

31 March 2022 31 March 2021
Provision for tax (net of advance tax) 151.65 197.37
151.65 197.37

229
32 Revenue from operations
31 March 2022 31 March 2021
Revenue from contract with customers:
Sale of products:
- Solar 48.58 1,113.30
33,773.23 21,519.70
.
Sale of services:
- Solar 181.50 672.72
3,814.31 3,574.72
Other operating revenues:

Duty drawback 45.32 34.24
37,632.86 25,128.66
Disaggregation of revenue:
The Company has performed a disaggregated analysis of revenues considering the nature, amount, timing and
uncertainty of revenues. This includes disclosure of revenues by geography and timing of recognition.
Revenue by geography:
31 March 2022 31 March 2021
- Within India 30,771.68 18,267.24
- Outside India # 6,815.86 6,827.18
37,587.54 25,094.42
# including deemed export of Rs 164.21 lakhs (31 March 2021: Rs 124.42 lakhs)
Revenue by time:
31 March 2022 31 March 2021
Over a period of time 230.08 1,786.02
At a point in time 37,357.46 23,308.40
37,587.54 25,094.42
Reconciliation of revenue recognised with contract price:

31 March 2022 31 March 2021
Contract price 37,587.54 25,094.42
Adjustments for:
Claims and rebates - -
37,587.54 25,094.42
Trade receivables and contract balances:
The Group classifies the right to consideration in exchange for deliverables as either a receivable or as contract
asset.
A receivable is a right to consideration that is unconditional upon passage of time.

230
The contract assets primarily relate to the Group’s right to consideration for work completed but not billed at the
reporting date. The contract assets are transferred to receivables when the right become unconditional.
Contract assets are presented in note 20.
The contract liabilities primarily relate to the advance consideration received from customers. Contract liabilities are
presented in note 29.
Trade receivables are presented net off loss allowance in note 15.
Movement in contract balances:
31 March 2022 31 March 2021
Movement in contract assets:
Opening balances as on 1 April 183.48 -
Add: Revenue recognized during the year - 183.48
Less: Invoiced during the year (169.02) -
Closing balance as on 31 March 14.46 183.48
Movement in contract liabilities:
Opening balances as on 1 April 1,064.42 898.31
Less: Revenue recognised in the reporting period that was included (911.87) (659.27)
in the contract liability balance at the beginning of the period
Add: Deferred revenue and advance from customers 1,068.78 825.38
Closing balance as on 31 March 1,221.33 1,064.42
33 Other income
31 March 2022 31 March 2021
Interest income on:
- term deposits 53.51 86.64
- inter corporate loan 14.64 34.86
- advance towards purchase of equity instruments {Refer note 66(b)} 9.73 -
- others - 0.62
Exchange gain (net) 112.17 -
Profit on sale of property, plant and equipment (net) - 9.59
Liabilities/ sundry balances written back 91.48 22.92
Allowance for expected credit loss written back 11.62 20.56
Rental income 111.68 92.47
Sale of scrap 4.24 8.23
Insurance claim 9.45 6.85
Sales tax refund 16.27 29.39
Miscellaneous income 19.75 429.86
485.34 773.09

231
34 Cost of materials consumed
31 March 2022 31 March 2021
Inventory of materials at the beginning of the year 3,178.47 3,044.53
Add: Purchases 28,332.39 17,810.44
31,510.86 20,854.97
Less: Inventory of materials at the end of the year 3,405.32 3,178.47
Foreign currency translations 14.01 (0.62)
28,119.55 17,675.88
35 Changes in inventories of finished goods and work in progress

31 March 2022 31 March 2021
Inventories at the beginning of the year:
4,741.70 4,426.55
Inventories at the end of the year:
4,506.99 4,741.70
Foreign currency translations (23.97) 30.63
210.74 (284.52)
36 Employee benefits expense

31 March 2022 31 March 2021
Salaries, wages and allowances 2,684.13 2,233.73
Contribution to provident and other funds (Refer note 42) 106.08 85.36
Staff welfare 203.56 148.43
3,082.72 2,534.42
37 Finance costs
31 March 2022 31 March 2021
Interest expense on:
- borrowings from banks and others 337.60 534.49
- statutory payments 1.89 22.93
- others 25.93 53.02
Bank charges 322.46 235.96
Corporate guarantee fees 26.82 25.90
Other financial charges 0.02 0.91
728.14 892.76

232
38 Depreciation and amortization expense
31 March 2022 31 March 2021
Depreciation on property, plant and equipment 471.06 423.60
Depreciation on investment property 60.56 67.73
Amortization on intangible assets 123.92 111.52
934.63 911.62
39 Other expenses
31 March 2022 31 March 2021
Consumable stores - 5.82
Rent 105.51 39.48
Power and fuel 102.56 77.51
Repair and maintenance
- plant and machinery 80.02 39.20
- buildings 1.27 1.35
- others 3.71 2.48
Vehicle running expense 30.21 19.07
Rates and taxes 42.27 45.82
Insurance 35.74 34.25
Liquidation damages 223.48 152.73
Inspection charges 185.63 86.04
Commissioning expenses 295.38 175.31
Clearing and forwading charges 558.21 288.29
Traveling and conveyance 138.86 106.25
Postage and communication 42.07 33.91
Legal and professional fees 665.39 505.72
Payment to auditors 21.22 22.30
Contribution towards Corporate Social Responsibility 15.85 21.40
Director sitting fees 5.55 5.00
Housekeeping and security charges 68.85 54.61
Printing and stationery 33.10 25.27
Sales promotion and advertisement expenses 64.24 38.75
Allowance for expected credit loss - 2.33
Loss on sale of property, plant and equipment (net) 85.62 -
Exchange loss (net) - 17.43
Miscellaneous expenses 170.61 123.58
3,095.95 2,480.12

233
40.Income tax
The major components of income tax expense for the year ened 31 March 2022 and 31 March 2021 are :
31 March 2021 31 March 2020
Statement of profit and loss section
Current income tax :
Current income tax charge 631.89 276.91
Deferred tax charge/(credit) :
Relating to origination and reversal of temporary differences (73.11) 53.15
Income tax expense reported in the statement of profit and loss 616.23 338.15
Other comprehensive income section

616.35 343.74
Reconciliation of tax expense and the accounting profit

31 March 2021 31 March 2020
Accounting profit before tax 1,944.05 1,691.34
Computed tax expense : 489.28 425.68
At India's statutory income tax rate of 25.168% (31 March 2021: 25.168%)
Adjustments for :
Amounts which are non-deductible in calculating taxable income 5.80 17.79
Expenses deductible for tax purpose (8.43) (10.04)
Effect of tax rate changes in subsidiaries 19.87 (141.04)
Effect of difference in tax rate 8.68 -
Items for which deferred tax was not recognised 11.04 6.49
Others 32.67 36.77
At the effective income tax rate 616.35 343.74

Income tax expense reported in statement of profit and loss 616.35 343.74
Deferred tax relates to the following

Provision allowed under tax on 99.12 82.61 16.51 1.48
payment basis
Share issue expenses allowable 10.04 20.08 (10.04) (10.04)
u/s 35D of the Income-tax Act, 1961
Measurement of financial assets and 29.81 25.34 4.47 (3.01)
liabilities at amortised cost, net
Ind AS 116 - "Leases” 38.62 38.31 0.31 6.36
Ind AS 115 - "Revenue from contracts (4.42) (30.66) 26.24 (62.11)
with customers”
234

Others 2.74 2.64 0.10 (5.68)
Accelerated depreciation for tax purpose (73.75) (109.15) 35.40 14.26
Net deferred tax expense / (income) 72.99 (58.74)
Net deferred tax assets / (liabilities) 102.16 29.17
Reflected in the balance sheet as follows

31 March 2022 31 March 2021
Deferred tax liabilities (78.17) (139.81)
Deferred tax assets 180.33 168.98
Deferred tax assets / (liabilities), net 102.16 29.17
Reconciliation of deferred tax (liabilities) / assets, net

31 March 2022 31 March 2021
Opening balance as on April 1 29.17 87.92
Tax (income) / expense during the year recognised in statement of profit and loss (73.11) 53.15
Tax (income) / expense during the year recognised in other comprehensive income 0.12 5.59
The Group offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets
and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the
same tax authority.
41.Earnings per share
The following table set forth the computation of basic and dilutive earnings per share:
31 March 2022 31 March 2021
Net profit for the year attributable to equity shareholders 1,297.72 1,289.72
Weighted average number of shares 12,26,65,250 12,26,65,250
Earnings per equity share* [Face value of Rs. 2 each] (Rupees) 1.06 1.05
* Basic and diluted earnings per share during the current year are same as the Company has no potentially dilutive
equity shares outstanding as at the year end.
Reconciliation of shares used in computing earnings per share
31 March 2022 31 March 2021
No. of equity shares at the beginning of the year * 12,26,65,250 12,26,65,250
Add: Shares issued during the year - -
Less: Shares bought back during the year - -
No. of equity shares at the end of the year 12,26,65,250 12,26,65,20
Weighted average number of equity shares of Rs. 2 each used for 12,26,65,250 12,26,65,250
calculation of basic and diluted earnings per share

235
* The equity shares of the Company, during the previous year, have been sub-divided from existing face value of Rs
ballot resolution on 04 February 2021. Accordingly, basic and diluted earnings per equity share for previous year
have been computed on the basis of new number of equity shares.
42.Employee benefits
The Group makes contributions, determined as a specified percentage of employees salaries, in respect of
qualifying employees towards provident fund, employees state insurance scheme and labour welfare scheme,
which are defined contribution plans. The obligation of the Group is limited to the amount contributed and it has
no further contractual nor any constructive obligation. The contributions are charged to the statement of profit
and loss as they accrue. The amount recognized as an expense towards contribution to provident and other
funds for the year aggregated to Rs. 106.08 lakhs (31 March 2021: Rs 85.36 lakhs).
(ii) Defined benefit plans:
The Company operates an unfunded post-employment defined benefit plan that provides for gratuity benefit.
The gratuity plan entitles an employee, who has rendered at least five years of continuous service, to receive
gratuity at 15 days salary (salary last drawn) for each completed years of service at the time of retirement / exit.
The Company determines the gratuity liability based on the actuarial valuation using Projected Unit Credit
Method by an Independent firm of Actuaries that is registered with The Institute of Actuaries of India.
The following table summarizes the position of obligation relating to gratuity plan:
Reconciliation of Defined Benefit Obligation (DBO)
31 March 2022 31 March 2021
Present value of DBO at start of the year 205.14 190.10
Interest cost 14.15 12.55
Benefits paid (11.73) (11.06)
Re-measurements
Actuarial loss / (gain) from changes in financial assumptions (8.20) (7.39)
Actuarial loss / (gain) from experience over the past year 7.73 (14.82)
Present value of DBO at end of the year 247.73 205.14
Net Liability / (Asset) recognised in the Balance Sheet

31 March 2022 31 March 2021
Present value of DBO 247.73 205.14
Fair value of plan assets - -
Liability / (Asset) recognised in the Balance Sheet 247.73 205.14
Expense recognised in the statement of profit and loss

31 March 2022 31 March 2021
Net interest on net defined benefit liability / (asset) 14.15 12.55
Total 54.79 48.31

236
Income / (Loss) recognised in other comprehensive income
31 March 2022 31 March 2021
Actuarial (loss) / gain from changes in financial assumptions 8.20 7.39
Actuarial (loss) / gain from experience over the past year (7.73) 14.82
Total income / (loss) 0.47 22.21
Actuarial assumptions
31 March 2022 31 March 2021
Salary growth rate 8% p.a. 8% p.a.
Discount rate 7.2% p.a. 6.9% p.a.
Interest rate on Net DBO 6.9% p.a. 6.6% p.a.
Withdrawal rate 2% p.a. 2% p.a.
Mortality rates IALM 2012-14 (Ult.) IALM 2012-14 (Ult.)
Weighted average duration of the obligation 12 years 12 years
Experience adjustments
31 March 2022 31 March 2021
Defined benefit obligation 247.73 205.14
Funded Status [Surplus/ (Deficit)] (247.73) (205.14)
Exp. Adj. on plan liabilities: (gain) / loss 7.73 (14.82)
Exp. Adj. on plan assets: gain / (loss) NA NA
Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the defined benefit obligation by the amount shown below:
Rs 0.03 lakhs
Rs 0.09 lakhs

237
Rs 0.04 lakhs
Rs 0.11 lakhs
The sensitivity is performed on the DBO at the respective valuation date by modifying one parameter whilst
retaining other parameters constant. The sensitivity analysis presented above may not be representative of the
actual change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in
isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the projected benefit obligation
has been calculated using the projected unit credit method at the end of the reporting period, which is the same
method as applied in calculating the projected benefit obligation as recognised in the balance sheet.
Risk exposures:
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are
detailed below:
(A)Salary Increases: Actual salary increases will increase the plan’s liability. Increase in salary increase rate
assumption in future valuations will also increase the liability.
(B) Discount Rate: Reduction in discount rate in subsequent valuations can increase the plan’s liability.
(C) Withdrawals: Actual withdrawals proving higher or lower than assumed withdrawals and change of
withdrawal rates at subsequent valuations can impact plan’s liability.
(D) Mortality & disability: Actual deaths and disability cases proving lower or higher than assumed in the
valuation can impact the liabilities.
The expense recognised in the statement of profit and loss towards gratuity includes gratuity expense of Rs
0.78 lakhs for the year ended 31 March 2022 (31 March 2021: Rs 12.72 lakhs) and provision for gratuity
liability includes gratuity liability of Rs 3.05 lakhs as at 31 March 2022 (31 March 2021: Rs 2.00 lakhs) of a
subsidiary, Narhari Engineering Works, a partnership firm, where the liability is recognised based on
management estimates.
(iii) Other long-term employee benefits:
Compensated absences
The compensated absences cover the Group’s liability for earned leave.The Group has recognised an amount of
Rs. 33.38 lakhs (31 March 2021: Rs. 7.70 lakhs) as an expense towards compensated absences and included in
“Employee benefits expense” in the Statement of Profit and Loss. The Company has determined the liability for
compensated absences based on the actuarial valuation using Projected Unit Credit Method.

238
43 Related party disclosures
A) Name of related parties
(I) Holding Company
KDU Enterprises Private Limited
(II) Other related parties
(a) Partnership firms in which directors are partners*
DKM Precision Engineers
Philins Industrial Corporation
(b) Enterprises in which directors have significant influence*
KDU Marine Equipment Trading and Maintenance LLC
KDU Worldwide Technical Services FZC
KDU Worldwide Technical Services Ghana Private Limited
Mcgeoch Marine Electricals Private Limited
Switch N Control Gears Private Limited
(III) Key management personnel and relatives
(a) Whole-time directors
Mr. Vinay Uchil, Chairman and Executive Director
Mr. Venkatesh Uchil, Managing Director
(b) Non-whole-time directors
Mr. Madan Pendse, Non Executive Independent Director
Mr. Shailendra Shukla, Non Executive Non Independent Director
Mr. Nikunj Mishra, Non Executive Independent Director
Mr. Vikas Jaywant, Non Executive Independent Director
Mr. Mohan Rao, Non Executive Independent Director (w.e.f. 30 May 2020)
Ms. Tanuja Pudhierkar, Non Executive Non Independent Director
Ms. Archana Rajagopalan, Non Executive Independent Director (w.e.f. 23 February 2021)
(c) Executive officers
Mr. Aditya Desai, Chief Financial Officer (upto 23 June 2020)
Ms. Namita Sethia, Chief Financial Officer (w.e.f. 30 July 2020)
Ms. Reesha Ratanpal, Company Secretary (upto 25 February 2021)
Ms. Mitali Ambre, Company Secretary (w.e.f. 27 February 2021)
(d) Relatives
Ms. Rashmi Uchil, Wife of Mr. Vinay Uchil
Ms. Reshma Uchil, Wife of Mr. Venkatesh Uchil
* Restricted to entities with whom the Company has transactions during the reporting years or balances as at the end of
reporting years.

239
B) Related party transactions during the year
31 March 2022 31 March 2021
a) Lease rent payment
b) Rental income
c) Professional fees
d) Purchases
e) Sales
f) Advance to suppliers received back

Mcgeoch Marine Electricals Private Limited 18.07 -
Philins Industrial Corporation 23.98 -
DKM Precision Engineers 300.00 -
g) Sale of intellectual property

h) Corporate guarantee fees

i) Bad debts written off

KDU Worldwide Technical Services Ghana Private Limited 5.81 -
j) Transactions with key management personnel and relatives

above.
Note:
Amounts of transactions during the year pertaining to statement of profit and loss are gross of taxes, wherever
applicable.

240
C) Outstanding balances as at year end
31 March 2022 31 March 2021
a) Trade receivables
DKM Precision Engineers 19.16 43.66
KDU Worldwide Technical Services Ghana Private Limited 45.58 50.99
b) Advance to suppliers
DKM Precision Engineers - 300.00
Mcgeoch Marine Electricals Private Limited - 18.07
c) Trade payables
KDU Worldwide Technical Services FZC - 15.23
d) Lease deposits
e) Payables to key management personnel and relatives

above.

241
44.Leases
31 March 2022 31 March 2021
Current 68.23 248.06
Total 127.80 380.10
The following is the movement of lease liablities
31 March 2022 31 March 2021
Balance at the start of the year 380.10 630.29
Lease rent payment (278.23) (303.21)
Finance cost incurred 25.93 53.02
Balance at the end of the year 127.80 380.10
Amount recognized in statement of profit and loss
31 March 2022 31 March 2021
Interest on lease liabilities 25.93 53.02
Expense relating to short-term leases and low value assets 105.51 39.48
410.53 401.27
The maturity analysis of lease liabilities is disclosed in Note 46.
45 Segment information
Operating segments are defined as components of an enterprise for which discrete financial information is available
that is evaluated regularly by the Chief Operating Decision Maker ("CODM"), in deciding how to allocate resources
and assessing performance. The Board of Directors of the Group are identified as the CODM. Based on the nature
of products and services, the risk and return profile of individual business and the internal business reporting
systems, the Group has identified its reportable segments as under:
a. Electricals and Electronics
b. Solar
31 March 2022 31 March 2021
A. Segment revenue
(b) Solar 230.08 1,786.02
Revenue from operations 37,632.86 25,128.66
B. Segment results
(b) Solar (393.38) (488.17)
Total 2,206.45 1,868.77
Less: Finance costs (728.14) (892.76)
Add: Other unallocable income net of unallocable expenses 465.74 715.33

242
Assets and liabilities used in the Group's business are not identified to any of the reportable segments as these are
used interchangeably between segments. The Group believes that it is currently not practicable to provide
segmental disclosure relating to total assets and liabilities since a meaningful segregation of the available data
could be onerous.
Information about major customers
There are 2 (31 March 2021: Nil) customers contributing in excess of 10% of the total revenue of the Group
amounting to Rs 10,823.66 lakhs for the year ended 31 March 2022 (31 March 2021: Nil).
46.Financial instruments
The classification of each category of financial instruments and their carrying amounts are as below:
31 March 2022 31 March 2021
Financial assets measured at amortized cost:
Trade receivables ^ 17,217.98 17,340.18
Cash and cash equivalents ^ 144.26 426.38
Bank balances other than cash and cash equivalents above ^ 759.57 938.84
Loans ^ 807.44 825.52
Other financial assets ^ 816.79 749.51
Financial assets measured at fair value through profit or loss:
Non current investments ^ 325.44 333.86
Total financial assets 20,071.48 20,614.29
Financial liabilities measured at amortized cost:

Borrowings ^ 3,533.80 5,450.26
Lease liabilities ^ 127.80 380.10
Trade payables ^ 12,319.19 12,699.38
Other financial liabilities ^ 556.46 268.49
Total financial liabilities 16,537.25 18,798.23
There are no financial instruments that have been classified as Fair Value through Other Comprehensive Income
(FVTOCI).
^ Fair values for these financial instruments have not been disclosed because their carrying amount are a
reasonable approximation of their fair values.
Fair value hierarchy
Particulars Level 1 Level 2 Level 3 Total

As at 31 March 2022
Financial assets:
Non current investments:
Investment in other companies - - 325.44 325.44
As at 31 March 2021
Financial assets:
Non current investments:
Investment in other companies - - 333.86 333.86

243
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
Financial instruments - risk management
The Group has exposure to the following risks arising from financial instruments: credit risk (refer note (b) below);
liquidity risk (refer note (c) below) and market risk (refer note (d) below):
(a) Risk management framework
The board of directors has overall responsibility for the establishment and oversight of the Group's risk
management framework. The Group's risk management policies are established to identify and analyse the risks
faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk
management policies and systems are reviewed regularly to reflect changes in market conditions and the
Group's activities.
The board oversees how management monitors compliance with the Group’s risk management policies and
procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the
Group. The Group, through its training and management standards and procedures, aims to maintain a
disciplined and constructive control environment in which all employees understand their roles and obligations.
(b) Credit risk
Credit risk is the risk that a counter party fails to discharge its obligation to the Group. The maximum credit risk
comprises the carrying amounts of the financial assets. The Group's exposure to credit risk arises mainly from
cash and cash equivalents, other bank balances, trade receivables, loans and other financial assets. The Group
continuously monitors defaults of customers and other counterparties and incorporates this information into its
credit risk controls.
(i) Credit risk management
Credit risk rating
The Group assesses and manages credit risk of financial assets based on following categories arrived on the
basis of assumptions, inputs and factors specific to the class of financial assets.
A: Low credit risk
B: Moderate credit risk
C: High credit risk
Credit rating Particulars As at As at
31 March 2021 31 March 2020
A : Low credit risk Cash and cash equivalents, other bank 19,746.04 20,280.43
balances, trade receivables, loans and other
financial assets.
(ii) Credit risk exposure
Cash and cash equivalents and other bank balances
Credit risk related to cash and cash equivalents and other bank balances is managed by accepting highly
rated banks and diversifying bank deposits and accounts in different banks. Management does not expect
any losses from non-performance by these counterparties.
Loans and other financial assets measured at amortized cost
Loans and other financial assets measured at amortized cost includes lease deposits, staff advances,
interest accrued on deposits, loans and other receivables. Credit risk related to these is managed by
monitoring the recoverability of such amounts continuously, while at the same time internal control system in
place ensures that amounts are within defined limits. The expected credit loss on these financial instruments
is expected to be insignificant.
244
Trade receivables
Credit risk arise from possibility that customer may default on its obligation to make timely payments, resulting
into financial loss. The maximum exposure to the credit risk is primarily from trade receivables. The expected
credit loss allowance is based on the ageing of the days for which the receivables are due and the expected
loss rates.
Reconciliation of allowance for expected credit loss
31 March 2022 31 March 2021
Opening balance 146.29 187.09
Change in allowance for expected credit loss:
Changes in allowance for expected credit loss due to bad debts - (22.57)
Allowance for expected credit loss written back (net) (11.62) (18.23)
(11.62) (40.80)
(c) Liquidity risk

Liquidity risk is the risk that the Group will not be able to settle or meet its obligations on time. The Group’s primary
sources of liquidity are cash generated from operations. The cash flows from operating activities are driven
primarily by operating results and changes in the working capital requirements.
The Group believe that its liquidity position is adequate to fund the operating and investing needs and to provide
with flexibility to respond to further changes in the business environment.
Maturities of financial liabilities
As at 31 March 2022
Borrowings 3,533.80 3,543.09 2,650.85 443.69 448.55 -
Trade payables 12,319.19 12,319.19 - 12,319.19 - -
Total 16,537.25 16,613.79 2,671.77 13,380.14 486.53 75.36
As at 31 March 2021
Borrowings 5,450.26 5,505.26 4,026.33 562.57 916.36 -
Trade payables 12,699.38 12,699.38 - 12,699.38 - -
Total 18,798.23 18,942.19 4,046.33 13,784.43 1,027.84 83.58
(d) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, which will
affect the Group’s income. The objective of market risk management is to manage and control market risk
exposures within acceptable parameters, while optimising the return.
i) Foreign currency risk
The transactions of the Group are denominated in both Indian rupees and foreign currencies and accordingly,
the Group is exposed to foreign exchange risk in relation to operating activities (when revenue or expense is
denominated in a foreign currency) arising from foreign currency transactions.

245
Foreign currency risk exposure
Particulars of unhedged foreign currency exposure :

31 March 2022 31 March 2021
Amount in Amount Amount in Amount
Foreign Currency equivalent Foreign Currency equivalent
in Rs. Lakhs in Rs. Lakhs
Foreign currency receivables
- representing advances USD 18,11,789 1,362.47 8,48,624 620.01
EURO 32,388 26.91 14,000 11.90
NOK* - - 13,580 1.15
- representing trade receivables USD 5,58,983 419.07 7,28,186 532.01

EURO 37,095 30.83 64,303 54.64
Foreign currency payable
representing trade payables AED* 1,493 0.32 7,378 1.51

USD 4,66,312 356.59 11,84,881 875.75
EURO 7,68,766 660.60 3,88,377 338.28
GBP* 7,767 7.84 - -
- representing advances USD 1,16,007 88.71 1,25,763 92.95
Foreign currency notes EURO 75 0.06 75 0.06

USD 322 0.24 560 0.41
* The Group does not expect any change in the exchange rate of AED / NOK/ GBP and INR, resulting into any
significant impact to the financial numbers.
Sensitivity to risk
Particulars Impact of profit - Increase / (decrease)
As at As at
31 March 2022 31 March 2021
USD Sensitivity
INR/USD - Increase by 5% (31 March 2021-5%) 66.82 9.19
INR/USD - Decrease by 5% (31March 2021- 5%) (66.82) (9.19)
Euro Sensitivity
INR/EURO - Increase by 5% (31 March 2021 - 5%) (30.14) (13.58)
INR/EURO - Decrease by 5% (31 March 2021 - 5%) 30.14 13.58
ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Group’s exposure to market risk for changes in interest rates primarily
relates to borrowings.
31 March 2022 31 March 2021
Variable rate borrowings 3,308.01 5,144.15
Fixed rate borrowings 225.79 306.11

246
Cash flow sensitivity analysis for variable-rate instruments
A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased /
decreased profit or loss by the amounts shown below. This analysis assumes that all other variables remain
constant. This calculation also assumes that the change occurs at the balance sheet date and has been
calculated based on risk exposures outstanding as at that date. The year end balances are not necessarily
representative of the average debt outstanding during the year.
Particulars Impact on profit -Increase / (decrease)

100 bp increase 100 bp decrease
47.Capital management
The funding requirements of the Group are met through a mixture of equity shares and borrowings. The Group's
policy is to use current and non-current borrowings to meet anticipated funding requirements.
The Group manages its capital to ensure that the Group will be able to continue as a going concern while maximizing
the return to stakeholders through optimisation of debt and equity balance.
The Adjusted net debt to total equity ratio at the end of the reporting period was as follows:
31 March 2022 31 March 2021
Less: Cash and cash equivalent and other bank balances (903.83) (1,365.22)
Adjusted net debt 2,757.77 4,465.14
Total equity 18,158.95 16,999.95
Adjusted net debt to total equity ratio 0.15 0.26
48 Contingent liabilities
31 March 2022 31 March 2021
a. Guarantees given by Company's bankers
(i) Bank guarantee against advance and liquidated damages given 2,655.76 2,137.72
to customers (net of liabilities accounted for) reduced by an amount
of Rs 994.48 lakhs (31 March 2021: Rs 794.09 lakhs) towards the
counter bank guarantee received from sub-contractors
(ii) Other bank guarantees provided under contractual / legal 3,840.13 5,166.94
obligations reduced by an amount of Rs 172.37 lakhs
(31 March 2021: Rs Nil) towards the counter bank guarantee
received from sub-contractors
(iii) Foreign bank guarantees 38.59 121.05
b. Letter of credit opened in favour of suppliers 815.31 832.10
d. Bills discounted with bank 1,142.36 357.67
e. Disputed tax liabilities in respect of pending cases before appellate 112.88 123.36
authorities [amount deposited under protest Rs Nil
(31 March 2021: Rs Nil)] {refer note (i)}
f. Custom duty [amount deposited under protest Rs 65.00 lakhs 132.62 132.62
(31 March 2021: Rs 65.00 lakhs)] {Refer note (ii)}

247
Notes :
(i) The various disputed tax litigations are as under :
Particulars Period to which it As at As at
relates 31 March 2022 31 March 2021
a. Income Tax
Disallowances / additions / demand raised by AY 13-14 to AY 16-17 and 18.90 31.84
the income tax department pending before AY 18-19 (31 March 2021:
various appellate authorities AY 13-14 to AY 16-17)
b. Income Tax (Indian Subsidiary) AY 06-07 to AY 11-12 and AY 20.40 20.40
Disallowances / additions made by the 18-19 (31 March 2021:
income tax department pending before AY 06-07 to AY 11-12
various appellate authorities and AY 18-19)
c. Sales Tax / VAT

Demands raised by Sales tax / VAT FY 09-10 and FY 16-17 71.12 71.12
department pending before various (31 March 2021:
appellate authorities FY 09-10 and FY 16-17)
d. Goods & Service Tax
Demands raised by GST department pending FY 17-18
before various appellate authorities (31 March 2021: NA) 2.46 -
112.88 123.36
The Group is contesting the demands and the management, including its tax advisors, believe that its position
will likely be upheld in the appellate process. No tax expense has been accrued in the consolidated financial
statements for the tax demand raised. The management believes that the ultimate outcome of this proceedings
will not have a material adverse effect on the Group’s financial position and results of operations.
(ii) The Group has received a demand order dated 31.08.2020 from the office of The Commissioner of Customs
raising a demand of Rs 120.62 lakhs on the Group u/s 28(8) of the Customs Act, 1962 read with section 5(1) of
IGST Act, 2017 with regards to classification under incorrect CTH of copper busbar imported by the Group during
the period from 13.08.2014 to 30.10.2018. The order also imposes a penalty of Rs 12 lakhs on the Group and
interest u/s 28AA of the Customs Act, 1962. The amount disclosed above is exclusive of interest as the same is
not currently quantifiable. The Group has filed an appeal against the said order on 23.10.2020. Based on the
legal opinion obtained by the Group from an independent firm of advocates, the management believes that the
ultimate outcome of the proceedings will not have an adverse effect on the Group's financial position.
(iii) During the year, the Company has received summons under section 70 of Central Goods and Services Tax Act,
2017 for making inquiry and seeking production of documents in respect of certain invoices, bank guarantee
invocation and write backs alongwith details of payments during the period from July 2017 to March 2021. During
the year, the Company has made payment of Rs 160.31 lakhs under protest. The Company has submitted details
/ documents with the authorities. Pending assessment, the Company has shown the above payment under
balance with government authorities.
(iv) The Supreme court of India had passed a judgement in the month of February 2019 relating to definition of
wages under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952. The Management is of
the view that there are interpretative challenges on the application of the judgement. However, the Group is in the
process of determining the possible impact and update its provision, if required. The Management does not
expect any material impact of the same for financial year 2021-22 based on the present salary structure followed
by the Group for its class of employees.

248
49 Capital and other commitments:
Estimated amount of capital contracts remaining to be executed and not provided for (net of advances)
31 March 2022 31 March 2021
Property, plant and equipment 343.62 624.37
50 Interests in other entities

(a) Subsidiaries / Step down subsidiary
The Holding Company's subsidiaries at 31 March 2022 are set out below. The country of incorporation or
registration is also their principal place of business.
Name of entity Principal place of Ownership interest held by Group % of non controlling interest
business / place 31 March 2022 31 March 2021 31 March 2022 31 March 2021
of incorporation
Eltech Engineers India 70.00% 70.00% 30.00% 30.00%
Madras Private Limited
Narhari Engineering Works India 80.00% 80.00% 20.00% 20.00%
Evigo Charging Consultants India 74.00% 74.00% 26.00% 26.00%
Private Limited
MEL Power Systems United Arab 90.00% 90.00% 10.00% 10.00%
FZC Emirates
STI SRL, subsidiary of Italy 67.50% 67.50% 32.50% 32.50%
(b) Non controlling interest

Set out below is summarised financial information for each subsidiary that has non-controlling interests that are
material to the Group. The amounts disclosed for the subsidiaries are before inter-company eliminations.
Summarised balance sheet As at 31 March 2022
Eltech Engineers Narhari MEL Power STISRL Evigo Charging
Madras Private Engineering Systems FZC Consultants
Limited Works Private Limited
Current assets 7.22 1,417.46 3,907.56 4,449.32 36.22
Current liabilities 274.04 780.38 1,443.08 4,050.10 41.69
Net current assets (266.82) 637.08 2,464.48 399.22 (5.47)
Non-current assets 3.97 315.64 828.67 1,078.71 21.71

Non-current liabilities - - - - -
Net non-current assets 3.97 315.64 828.67 1,078.71 21.71
Net assets (262.85) 952.72 3,293.16 1,477.93 16.24

Less: Additional capital contribution by the - (279.52) - - -
Company over profit sharing ratio
Less: Contribution towards preference - - - - (69.04)
share capital by the Company
Net assets for Non Controlling Interest (262.85) 673.20 3,293.16 1,477.93 (52.80)
attribution
Accumulated Non Controlling Interest (78.86) 134.64 329.32 480.33 (13.73)

249
Summarised balance sheet As at 31 March 2022
Current assets 28.73 1,128.35 3,652.53 4,610.92 3.98
Current liabilities 375.31 274.30 1,339.88 3,973.62 1.35
Net current assets (346.58) 854.05 2,312.64 637.30 2.63
Non-current assets 70.39 326.13 798.90 864.39 5.47

Non-current liabilities - 11.34 - - -
Net non-current assets 70.39 314.79 798.90 864.39 5.47
Net assets (276.19) 1,168.84 3,111.54 1,501.69 8.10

Less: Additional capital contribution by the - (625.54) - - -
Company over profit sharing ratio
Less: Contribution towards preference - - - - (18.66)
share capital by the Company
Net assets for Non Controlling Interest (276.19) 543.30 3,111.54 1,501.69 (10.56)
attribution
Accumulated Non Controlling Interest (82.86) 108.66 311.15 488.05 (2.74)
Summarised Statement of profit and loss For the year ended 31 March 2022
Revenue from operations 6.17 1,382.64 1,333.61 2,881.81 42.85
Profit / (Loss) for the year 13.34 129.88 64.48 14.28 (42.25)
Other comprehensive income - - (117.14) 38.04 -
Total comprehensive income 13.34 129.88 (52.66) 52.32 (42.25)

Allocated to Non Controlling Interest 4.01 25.98 (5.27) 17.01 (10.98)
Summarised Statement of profit and loss For the year ended 31 March 2021
Revenue from operations 170.72 721.50 2,709.64 2,324.10 -
Profit / (Loss) for the year (18.74) 49.57 582.95 13.49 (13.40)
Other comprehensive income - - 81.19 (49.83) -
Total comprehensive income (18.74) 49.57 664.14 (36.33) (13.40)

Allocated to Non Controlling Interest (5.62) 9.91 66.41 (11.82) (3.49)
Summarised Cash flows For the year ended 31 March 2022

Cash flow from operating activities 0.86 394.08 273.66 193.03 (23.26)
Cash flow from investing activities 60.22 (26.53) - (366.83) 24.61
Cash flow from financing activities (63.16) (342.00) (342.94) 50.13
Net Increase/(decrease) in cash and (2.08) 25.55 (69.28) (173.81) 51.48

cash equivalents
Allocated to Non Controlling Interest (0.62) 5.11 (6.93) (56.49) 13.39

250
Summarised Cash flows For the year ended 31 March 2021
Cash flow from operating activities (0.06) 57.53 389.48 504.97 (14.46)
Cash flow from investing activities 37.71 (15.30) 137.68 (320.99) (5.52)
Cash flow from financing activities (51.19) (62.99) (521.61) - 21.62
Net Increase/(decrease) in cash and (13.54) (20.76) 5.55 183.98 1.64

cash equivalents
Allocated to Non Controlling Interest (4.06) (4.15) 0.55 59.79 0.43
51 Additional information as required by paragraph 2 of the general instructions for preparation of consolidated financial
statements to Schedule III of the Companies Act 2013 :
Name of the entities Net assets as on Share in profit or Share in other Share in total
31 March2022i.e. (loss) for comprehensive comprehensive
total assets minus 31 March 2022 income for income for
total liabilities 31 March 2022 31 March 2022
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated consolidated consolidated consolidated
net assets Profit & Loss Profit & Loss Profit & Loss
Parent
Marine Electricals (India) Limited 79.39% 14,416.07 93.89% 1,246.64 -0.44% 0.35 99.83% 1,246.99

Eltech Engineers Madras Private -1.45% (262.85) 1.00% 13.34 - - 1.07% 13.34
Limited
Narhari Engineering Works 5.25% 952.72 9.78% 129.88 - - 10.40% 129.88
Evigo Charging Consultants 0.09% 16.24 -3.18% (42.25) - - -3.38% (42.25)
Private Limited
MEL Power Systems FZC 18.14% 3,293.16 4.86% 64.48 148.75% (117.14) -4.22% (52.66)
STI SRL 8.14% 1,477.93 1.08% 14.28 -48.31% 38.04 4.19% 52.32
Non controlling interest 3.86% 700.58 2.27% 30.10 -0.83% 0.65 2.46% 30.75
Less: Consolidation adjustments -13.41% (2,434.90) -9.69% (128.64) 0.83% (0.65) -10.35% (129.30)
Total 100.00% 18,158.95 100.00% 1,327.82 100.00% (78.75) 100.00% 1,249.07
Name of the entities Net assets as on Share in profit or Share in other Share in total
31 March2021 i.e. (loss) for comprehensive comprehensive
total assets minus 31 March 2021 income for income for
total liabilities 31 March 2021 31 March 2021
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated consolidated consolidated consolidated
net assets Profit & Loss Profit & Loss Profit & Loss
Parent
Marine Electricals (India) Limited 78.75% 13,387.59 57.85% 782.85 34.64% 16.62 57.06% 799.47

Eltech Engineers Madras Private -1.62% (276.19) -1.38% (18.74) - - -1.34% (18.74)
Limited
Narhari Engineering Works 6.88% 1,168.84 3.66% 49.57 - - 3.54% 49.57
Evigo Charging Consultants 0.05% 8.11 -0.99% (13.40) - - -0.96% (13.40)
Private Limited
MEL Power Systems FZC 18.30% 3,111.54 43.08% 582.95 169.21% 81.19 47.40% 664.14
STI SRL 8.83% 1,501.69 1.00% 13.49 -103.85% (49.83) -2.59% (36.33)
Non controlling interest 4.12% 700.89 4.69% 63.47 -16.82% (8.07) 3.95% 55.40
Less: Consolidation adjustments -15.31% (2,602.52) -7.91% (107.00) 16.82% 8.07 -7.06% (98.93)
Total 100.00% 16,999.95 100.00% 1,353.19 100.00% 47.98 100.00% 1,401.17

251
52 Trade receivable ageing:
Undisputed trade receivable - 7,045.38 5,797.22 604.75 409.27 500.36 2,859.82 17,216.80
considered good
credit impaired
Disputed trade receivable - - - - - - 117.35 117.35
considered good
credit impaired
Total 7,045.38 5,797.22 604.75 409.27 500.36 2,977.17 17,334.15

Undisputed trade receivable - 6,434.85 6,822.09 280.27 684.21 824.09 2,295.13 17,340.64
considered good
credit impaired
Disputed trade receivable - - - - - 7.20 110.15 117.35
considered good
credit impaired
Total 6,434.85 6,822.09 280.27 684.21 831.29 2,405.28 17,457.99

252
53 Trade payable ageing:
Ageing for trade payables - current outstanding as at 31 March 2022
1 Years 3 Years
MSME - 81.22 1.62 4.80 - 87.64
Others - 9,847.43 583.77 525.75 994.34 11,951.29
Total - 9,928.65 585.39 530.55 1,098.71 12,143.21
Ageing for trade payable outstanding as at 31 March 2021

1 Years 3 Years
MSME - 50.42 7.69 - - 58.11
Others - 9,832.61 1,439.54 881.55 260.77 12,414.47
Total - 9,883.03 1,447.23 881.55 365.14 12,576.95
54 Capital work in progress ageing

1 Years 3 Years
Projet in progress 198.79 - - - 198.79
Total 198.79 - - - 198.79

1 Years 3 Years
Projet in progress - - - - -
Total - - - - -
Note:
There is no project under Capital work in progress ageing whose completion is overdue or has exceeded its cost
compared to its original plan.

253
55 Intangible assets under development ageing
1 Years 3 Years
Projet in progress 4.50 - - - 4.50
Total 4.50 - - - 4.50

1 Years 3 Years
Projet in progress - - - - -
Total - - - - -
Note:
There is no project under Intangible assets under development ageing whose completion is overdue or has
exceeded its cost compared to its original plan.
56 Subsequent events
There are no significant reportable subsequent events that have occurred after the reporting period till the date of
this financial statements.
57 Other statutory information
i) The Group does not have any Benami property, where any proceeding has been initiated or pending against the
Company for holding any Benami property.
ii) The Group is not declared wilful defaulter by any bank or Financial institution or other lender during the year.
iii) The Group does not have any transactions with companies struck off.
iv) The Group has not traded or invested in Crypto currency or Virtual Currency during the financial year.
v) The Company or its subsidiaries incorporated in India has not advanced or loaned or invested funds to any other
person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary
shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company or its subsidiaries incorporated in India (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
vi) The Company or its subsidiaries incorporated in India has not received any fund from any person(s) or
entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or
otherwise) that the Company or its subsidiaries incorporated in India shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
vii) The Group does not have not any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961
(such as, search or survey or any other relevant provisions of the Income Tax Act, 1961
58 In the opinion of the board of directors, assets, loans and advances have a value on realization in the ordinary course
of the business at least equal to the amounts at which they are stated and provision for all known liabilities have been
made.
59 The Group did not have any long-term contracts including derivative contracts for which there were any foreseeable
losses as at 31 March 2022.

254
60 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the
Group towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the
Code on Social Security, 2020 on 13 November 2020, and has invited suggestions from stakeholders which are
under active consideration by the Ministry. The Group will assess the impact and its evaluation once the subject
rules are notified and will give appropriate impact in its financial statements in the period in which, the Code
becomes effective and the related rules to determine the financial impact are published.
61 Estimation uncertainty relating to the global health pandemic on COVID-19
The Group has evaluated the possible impact of this pandemic on the business operations and the financial position
of the Group and based on its assessment, believes that there is no significant impact on the financial statements of
the Group, as at and for the year ended 31 March 2022. The Group has carried out this assessment based on
available internal and external sources of information upto the date of approval of these financial statements and
believes that the impact of COVID-19 is not material to these financial statements and expects to recover the
carrying amount of its assets. The impact of COVID-19 on the financial statements may differ from that estimated as
at the date of approval of these financial statements owing to the nature and duration of COVID-19.
62 The Company during financial year 2017-18 paid to a supplier in China an advance of USD 8,00,000 carried at Rs
584.48 lakhs as at 31 March 2022 (31 March 2021: USD 8,00,000 carried at Rs 584.48 lakhs), for procurement of
solar PV modules. The Company has initiated arbitration proceedings against the supplier by appointing an
independent arbitration professional. Pending recovery of the advance paid or procurement of material against the
said advance, the Company believes that this advance is recoverable and it continues to carry the said advance as
unsecured and considered good under "Other current assets".
63 Eltech Engineers Madras Private Limited, a subsidiary company ("Eltech"), has negative networth of Rs 262.85
lakhs and accumulated losses of Rs 292.85 lakhs as at 31 March 2022. Additionally, its current liabilities (Rs 274.04
lakhs) exceeded its current assets (Rs 7.22 lakhs) by Rs 266.82 lakhs. These conditions indicate the existence of
material uncertainty about Eltech's ability to continue as a going concern. However, the standalone financial
statements of Eltech have been prepared on a going concern basis as the Company has committed to provide all
financial and other support to enable Eltech to operate as a going concern. The financial statements of Eltech are not
material to the Group.
64 In case of subsidiaries incorporated outside India, accounting policy with regards to depreciation on property, plant
and equipment (tangible assets) and amortisation of intangible assets is different as compared to the written down
value method adopted by the Company and other subsidiary incorporated in India. The consequential financial
impact of adjustments on account of depreciation that would be required to be made in the consolidated financial
statements to ensure conformity with the Group’s accounting policy for depreciation is currently not ascertainable.
65 Acquisition made during previous year
The Board of Directors of the Holding Company on 30 July 2019 approved the acquisition of 74% paid-up equity
share capital of Evigo Charging Consultants Private Limited ("Evigo"), a company comprising of 38,462 equity
shares of Rs.10 each. The process of acquisition of Evigo was completed on 09 October 2020. The Holding
Company has paid consideration of Rs. 2.84 lakhs for the acquisition of Evigo in the previous year. The Group has
accounted the transaction as an asset acquisition.
66 Advance towards purchase of equity instruments
(a) During the year, the Company has entered into Share Purchase Agreement ("SPA") dated 23 February 2022 with
a non-resident individual (the "Vendor") to purchase 75 class “A” Common Shares ("Vendor's Shares") of
Xanatos Marine Ltd ("Xanatos"), a Canadian Company, held by the Vendor in Xanatos and representing 75% of
all the issued and outstanding shares of Xanatos for a total consideration of USD 1,550,000 (at a fair value of
USD 20,667 per share). The total consideration is to be paid by the Company to the Vendor in tranches on or
before 30 September 2022. During the year, the Company has paid USD 950,000 (equivalent Rs 731.66 lakhs).
The transfer of shares to the Company is subject to fulfilment of conditions precedent as per SPA and payment of
entire consideration.

255
(b) During the year, the Company has entered into Memorandum Of Understanding ("MOU") dated 07 May 2021
with an individual and his HUF to purchase their entire shareholding held in a Private Limited company engaged
in marine electronic products. As per the terms of MOU, during the year, the Company subject to valuation of
shares has agreed to lend Rs 100.00 lakhs as advance. Pending the due diligence and share valuation, the
Company has recognised an interest income of Rs 9.73 lakhs on the said advance for the year ended 31 March
2022.
67 Dividends
Dividends paid by the Company during the year ended 31 March 2022 include an amount of 0.2 per equity share
towards final dividend for the year ended 31 March 2021.
68 There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the
Company and its subsidiary incorporated in India during the year ended 31 March 2022.
69 Previous year’s figures
Previous year’s figures have also been regrouped / recasted, wherever necessary, to conform to the current year’s
presentation.




256
CIN : L31907MH2007PL176443
B-1, Udyog Sadan 3, MIDC, Marol Industrial Area,
Andheri (E), Mumbai - 400 093.
Website : www.marineelectreicals.com
Tel No.: 91-22-4033 4300

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Marine Electricals (India) Limited

Sr. No. Contents Page No.

1 Message from Chairman’s Desk 01

7 Management Discussion and Analysis Report 66

8 Report on Corporate Governance 74

9 Business Responsibility Report 100

Standalone Independent Auditor’s Report 111

Standalone Financial Statement 123

Consolidated Independent Auditor’s Report 183

Consolidated Financial Statement 193

Marine Electricals (India) Limited

Mr. Vinay Uchil

Marine Electricals (India) Limited

Marine Electricals (India) Limited

Year Revenue EBITDA PAT Net Worth

2017 20,944.17 2,313.16 861.14 5,874.74

Revenue in Lacs EBITDA in Lacs

PAT In Lacs Net worth In Lacs

Marine Electricals (India) Limited

Year Revenue EBITDA PAT Net Worth

2018 36,880.49 3,442.33 1,626.1 9,554.43

Revenue in Lacs EBITDA in Lacs

PAT In Lacs Net worth

Marine Electricals (India) Limited

Mr. Vinay Uchil

Mr. Venkatesh Uchil

Marine Electricals (India) Limited

Mr. Shailendra Shukla

Mr. Madan Pendse

Mr. Madan Pendse, aged 71 years, is the Non-Executive Independent

Marine Electricals (India) Limited

Dr. Tanuja Pudhierkar

Dr. Tanuja Pudhierkar, aged 49 years, is the Non Executive Non-Independent

Admiral Nikunj Mishra

Admiral Nikunj Mishra, aged 67 years, is the Non Executive Independent

Marine Electricals (India) Limited

Mr. Vikas Jaywant

Mr. Mohan Rao

Mr. Mohan Rao, aged 74 Years, is the Non-Executive Independent Director on

Marine Electricals (India) Limited

Ms. Archana Rajagopalan

Ms. Archana Rajagopalan, aged 50 years, is the Non-Executive Independent

Marine Electricals (India) Limited

BOARD OF DIRECTORS STATUTORY AUDITOR

Mr. Shailendra Shukla SECRETARIAL AUDITOR

CHIEF FINANCIAL OFFICER BANKERS

COMPANY SECRETARY AND SHARES LISTED ON

REGISTERED OFFICE ADDRESS PLANT LOCATIONS

Marine Electricals (India) Limited

Marine Electricals (India) Limited

Name of Applicant (Proposed Allottees) Maximum No. of warrants

Marine Electricals (India) Limited

Name of Applicant (Proposed Allottees) Maximum No. of warrants

Marine Electricals (India) Limited

Marine Electricals (India) Limited

Marine Electricals (India) Limited

Marine Electricals (India) Limited