Director's Report

2. STANDALONE & CONSOLIDATED FINANCIAL PREVIEW

Standalone financial statement performance

During the year under review for fiscal year 2024, the Company experienced a noticeable decline in financial performance compared to fiscal year 2023. Total revenue from operations and other income decreased to 10,646.99 lakhs, down from 15,036.30 lakhs in FY 2023. This decline in revenue led to a reduction in profit before tax, which fell to 82.83 lakhs in FY 2024, compared to 209.96 lakhs in FY 2023. Similarly, profit after tax decreased to 56.87 lakhs in FY 2024, from 154.72 lakhs in the previous fiscal year. As a result, the Earnings Per Share (EPS) for the financial year ended March 31, 2024, declined to 0.61, compared to 1.81 in FY 2023 on a basic/diluted basis.

Consolidated financial statement performance

During the year under review for fiscal year 2024, the Company experienced a noticeable decline in consolidated financial performance compared to fiscal year 2023. Total revenue from operations and other income decreased to 10,633.99 lakhs, down from 15,027.09 lakhs in FY 2023. This decline in revenue led to a reduction in profit before tax, which fell to 58.44 lakhs in FY 2024, compared to 208.07 lakhs in FY 2023. Similarly, profit after tax decreased to 32.48 lakhs in FY 2024, from 152.83 lakhs in the previous fiscal year. As a result, the Earnings Per Share (EPS) for the financial year ended March 31, 2024, declined to 0.33, compared to 1.79 in FY 2023 on a basic/diluted basis.

Our company and logistics industry's turnover decline is mainly due to Economic instability in the logistics industry stems from supply chain disruptions, global economic conditions, geopolitical tensions, and high operating costs. These factors create imbalances and financial constraints, impacting trade volumes and operational expenses.

A detailed discussion on review of operations of the Company has been included in Management Discussion and Analysis which forms part of this Annual Report.

3. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Marinetrans is a leading in providing of customs carrying and freight forwarding (CCFF) services, offering comprehensive logistics solutions that encompass end-to-end services, including transportation, payments, and inventory management. The company also provides third-party logistics (3PL) and warehousing solutions tailored to meet the diverse needs of its customers across various industries. With an extensive and far-reaching network, Marinetrans is uniquely positioned to deliver customized and specific solutions, leveraging its expertise to meet the distinct requirements of its clients.

Our Strategy

Marinetrans continues to focus on organic transformation and inorganic growth through strategic turnarounds. The core strategy revolves around scaling the business via asset-light, digitally enabled operations. Concurrently, the company is divesting non-core businesses to concentrate on and expand its core operations.

The ongoing restructuring efforts, including the sale and dissolution of subsidiary companies, are expected to further this strategic focus by providing greater strategic decision. With nearly two decades of experience in managing international supply chain networks, Marinetrans is well-positioned for significant growth in the years ahead.

4. TRANSFER TO RESERVES

The company has decided against transferring any portion of its annual profits to designated reserves, keeping in mind the strategy of fuelling the growth plans by reinvesting the earnings, the Company has decided to transfer its profit for the year to the surplus of the profit & loss account.

5. DIVIDEND: -

The Board does not recommend any dividend for the financial year under review. There are no unpaid and unclaimed dividends of previous years and hence the requirement to transfer amount to investor education and protection fund is not applicable to the Company.

The Dividend Distribution Policy as adopted and formulated by the Board pursuant to Regulation 43A of the Listing Regulations is available on the website of your Company at https://marinetrans.in/investor-relation/

6. LISTING OF SHARES

The shares of the Company were listed on the National Stock Exchange (NSE) SME platform in Mumbai on December 8, 2023. The Company's equity shares are now electronically connected. To ensure efficient service for shareholders, the

Company has appointed M/s. Skyline Financial Services Private Limited, located at D-153 A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi 110020, as its Registrar and Transfer Agent. Skyline Financial Services will handle all existing physical share-related matters and provide allied secretarial services for members and investors, as well as manage electronic connectivity with NSDL and CDSL.

7. CAPITAL STRUCTURE: -

A. Authorized Capital and Changes thereon, if any:

The Authorized Share Capital of the Company is 13,00,00,000/- (Rupees Thirteen Crore Only) divided into 1,30,00,000 (One Crore Thirty Lakh) equity shares of 10/- each.

B. Paid up Capital and Changes thereon, if any:

On 6th December 2023, the company issued and allotted 42,00,000 equity shares with a face value of 10 each through an initial public offering at a price of 26 per share, which includes a premium of 16 per share.

After the initial public offer Paid up share capital of the Company is 12,72,60,000 /- (Rupees Twelve crore Seventy-Two lakhs Sixty Thousand Only) divided into 1,27,26,000 (One Crore Twenty-Seven Lakhs Twenty-Six Thousand Only) equity shares of 10/- each.

8. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO)

During the year under review, the Company raised funds aggregating to 10.92 Crores through public issue. The Company has utilized the funds raised through issue for the purpose as stated in the Letter of Offer. Details of utilization of fund as on 31st March 2024 are as under:

9. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF THE FINANCIAL YEAR: -

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

10. LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees, investments and security provided as covered under the provisions of Section 186 of the Act, as may be applicable are given in the standalone financial statements as Note No. 5 and 11.

11. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The auditor has not reported any frauds pursuant to provisions of section 143 (12) of the Companies Act, 2013 in his report.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS & COMPANY'S OPERATIONS IN FUTURE: -

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

13. INTERNAL CONTROL SYSTEMS: -

The Company has established an internal control system commensurate with the size, scale, and complexity of its operations. Significant features of the Company's internal control system are:

A leading firm of Chartered Accountants manages the Internal Audit function in line with best-in-class governance practices. It reviews and reports to the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks.

The Audit Committee periodically reviews internal audit plans, significant audit findings, and adequacy of internal controls.

Systematic self-certification of adherence to key internal controls, as part of control self-assurance by process owners, monitors, and reviewers.

Adherence with a comprehensive information security policy and continuous upgrades of the Company's IT systems for strengthening automated controls.

Appropriate segregation of duties and usage of technology for continuous controls monitoring and enhanced controls assurance. During the year, the internal controls were tested and found effective, as a part of the Management's control testing initiative.

Accordingly, the Board, with the concurrence of the Audit Committee and the Auditors believe that the Company's Internal Financial Controls were adequate and operating effectively for the financial year ended March 31, 2024.

14. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY: -

The Board of Directors of the Company, in their Meeting held on February 14, 2023 approved the proposal to strike off Marinetrans Logistics Private Limited [CIN: U63090MH2019PTC331273], a non-material subsidiary under the applicable provisions of the Companies Act, 2013. The said strike off application was filed by Marinetrans Logistics Private Limited with the Registrar of Companies (ROC). The said application was approved by the ROC on November 25, 2023. Accordingly, Marinetrans Logistics Private Limited ceased to be a subsidiary of the Company effective from November 25, 2023.

Furthermore, the Company entered into relevant transaction documents for the sale of its entire investment in the equity shares of its wholly owned subsidiary, Seahaul Lines (India) Private Limited (CIN: U63032MH2008PTC182565), to Mr. Tirajkumar Babu Kotian and Mr. Arunkumar Narayan Hegde (Director and Promoter). Upon completion of this transfer, Seahaul Lines (India) Private Limited ceased to be a subsidiary of the Company effective March 30, 2024.

The company has streamlined its operations by Striking off Marinetrans Logistics Private Limited and disinvestment in Seahaul Lines (India) Private Limited. These changes are expected to enhance profitability and focus on core business activities. The company now operates without any subsidiaries, simplifying its organizational structure.

Further, pursuant to the Section 129(3) of the Act, a statement containing salient features of the Financial Statements of your Company's Subsidiaries (including their performance and financial position) in Form AOC-1 is annexed to this report as “Annexure - 1”.

As of March 31, 2024, the Company has no subsidiaries/associate and joint venture. This strategic decision is expected to enhance profitability in the future.

15. AUDITORS & AUDIT REPORTS: -

Our existing Statutory Auditors, M/s. GMCS & Co (Firm Registration No. 141236W), Chartered Accountants, have resigned as Statutory Auditors of the Company via their letter dated 30.06.2024. The detailed reason for their resignation was due to pre-occupation with other assignments, making them unable to devote sufficient time to the affairs of the Company. The casual vacancy caused by the resignation of the auditor shall be approved by the shareholders in a General Meeting within three months from the date of recommendation by the Board of Directors of the Company.

The Board of Directors of the Company recommended the appointment of M/s. Billimoria Mehta & Co., Chartered Accountants (Firm Registration No. 101490W) as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. GMCS & Co., Chartered Accountants

M/s. Billimoria Mehta & Co., Chartered Accountants (Firm Registration No. 101490W), have conveyed their consent for being appointed as the Statutory Auditors of the Company for the financial year 2024-2025, along with a confirmation that their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013, and shall satisfy the criteria as provided under section 141 of the Companies Act, 2013.

The Emphasis of Matter mentioned in the Auditors' Report is self-explanatory. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, the board has appointed M/s. Sushant Gawade & Associates (ICSI Peer Review Certificate No. 3676/2023), Practicing Company Secretary as the Secretarial Auditor of the company. The report of the Secretarial Auditors in MR-3 is enclosed as Annexure 3 to this report. The report is self-explanatory and do not call for any further comments.

The Company has also complied with the Standards of Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India as applicable during the year ended 31st March 2024.

During the financial year M/s. MASD & Co., Chartered Accountants, Mumbai (ICAI Firm Registration No. 146249W) was appointed as Internal Auditor of the Company for FY 2023-24 pursuant to the provisions of Section 138 of the Companies Act, 2013.

The Internal Auditor of the Company reports functionally to the Audit Committee of the Company, which reviews and approves risk based annual internal audit plan. The Audit Committee periodically reviews the performance of internal audit function. The recommendations of the internal audit team on improvements required in the operating procedures and control systems are also presented to the Audit Committee, for the teams to use these tools strengthen the operating procedures.

Our Company is required to maintain the cost record as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and the company has made and maintained the cost record as prescribed.

16. CHANGE IN THE NATURE OF BUSINESS: -

There is no change in the nature of the business of the company.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL: -

As of March 31, 2024, the Board of Directors of the Company comprised four Directors: one Managing Director, three Non-Executive Directors, and two Independent Directors, including two women Independent Directors.

None of the Directors of your Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required, under various provisions of the Companies Act, 2013 and SEBI LODR.

Appointment and re-appointment of Director & KMPs: -

The Board of Directors at its Meeting held on 24th January 2024 on the recommendation of the Nomination and Remuneration Committee and subject to approval of the members of the Company, have appointed Mr. Arunkumar Hegde (DIN: 07925465) as additional Non-executive Director for a period of five years from 24th January 2024 to 23rd January 2029.

Mr. Nikhil Kishor Joshi Company Secretary and compliance officer of the Company appointed w.e.f. May 19, 2023.

Reappointments: Nil

Director liable to retire by rotation:

As per the provisions of Section 152 of the Act, Mr. Arunkumar Hegde (DIN: 07925465) Non-executive Director, whose office is liable to retire at the ensuing 20th Annual General Meeting (AGM), being eligible, seeks reappointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board recommends her reappointment. Brief profile of Mr. Arunkumar Hegde (DIN: 07925465) is provided in the notes to the Notice of the 20th AGM.

Resignation:

During the year Mr. Benny D'costa (DIN: 08656505) ceased to be a Non-executive Director of the Company effective close of business hours of 24th January 2024

None of the Directors are disqualified under Section 164(2) of the Act.

Appointment and resignation occurred after closing of financial year.

The Board of Directors has the appointment of Mr. Chahan Vinod Vora (DIN: 10275707) as an Additional Independent Director. His appointment will be proposed for regularization at the upcoming Annual General Meeting (AGM).

Additionally, Ms. Shobha Rustagi (DIN: 03503850) resigned from her position as an Independent Non-Executive Director, effective at the close of business hours on January 24, 2024.

As required under provisions of the Act and SEBI Listing Regulations, all Independent Directors of the Company have confirmed that they meet the requisite criteria of independence.

18. DECLARATION BY INDEPENDENT DIRECTORS:

The Board of Directors of your Company comprises optimal number of Independent Directors. The following independent Non-Executive Directors are in terms of Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act:

1. Vani Ramesh Alva (DIN: 09601412) 2. Shobha Rustagi (DIN: 03503850) * 3. Chahan Vinod Vora (DIN: 10275707)

*Resigned w.e.f 30th June 2024 # Shobha Rustagi (DIN: 03503850)

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

Further, the Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity (including proficiency).

Your Company has established procedures to be followed for familiarizing the Independent Directors with their roles and responsibilities and business of the Company.

The details of the familiarization programmes imparted for Independent Directors are available on the website of the Company at https://marinetrans.in/investor-relation/

During the Financial Year 2023-24, a separate meeting of Independent Directors, without the participation of Non-Independent Directors and members of the Management was held on January 29, 2024.

19. DIRECTORS' RESPONSIBILITY STATEMENT

The Financial Statements are prepared in accordance with Ind AS as prescribed under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Rules, 2016, as amended thereof.

Pursuant to Section 134(3)(c) read with 134(5) of the Act, the Board of Directors of your Company hereby states and confirms that:

20. DEPOSITS: -

Your Company has not accepted any deposits during the year under review falling within the ambit of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014

21. BOARD EVALUATION

Pursuant to provisions of the Act and the Listing Regulations, annual performance evaluation of the Directors including the Chairperson, Board and its Committees has been carried out. As part of the evaluation process, individual criteria for each of the exercise was formulated. Each member of the Board/Committee/Director was sent a formal questionnaire to evaluate different categories based on several parameters. According to the Act and Listing Regulations, they had to rate each parameter individually. The evaluations were presented to the Board, Nomination and Remuneration Committee, and the Independent Directors Meeting for review.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: -

(A) Conservation of Energy

The requirements of disclosures with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to the Company since it doesn't own any manufacturing facility.

However, the company has undertaken various energy efficient practices which has strengthened the Company's commitment towards becoming an environment friendly organization. The Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. As far as possible, company is utilizing alternate sources of energy.

(B) Technology absorption: -

Further to the successful roll out of its kind Paperless Shipment Booking Process (e-AWB) for customer in Current financial year, this year as planned the e-docket facility has been extended to our MSME and Strategic customers with compliance level.

Additionally, two major initiatives have been rolled out successfully during this financial year which has helped significantly in enhancing the efficiency and accuracy:

We have upgraded our booking application to capture docket (AWB) details by scanning the e-waybill QR code and capturing the information from the E-waybill site for complete and accurate data.

(C) Foreign Exchange earnings and outgo

The particulars of earning and expenditure in foreign exchange during the year are given as follows:

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY: -

In pursuant to the section 177 (9) & (10) of the Companies Act, 2013, a vigil Mechanism for director and employees to report genuine concerns has been established. The Vigil Mechanism/ Whistle Blower Policy has been uploaded on the Website of the Company at https://marinetrans.in/ under Investor>>Policy>> Whistle Blower Policy link. None of the personnel of the Company have been denied to access the Audit Committee. During the year, the Company has not received any Whistle Blower Complaints.

24. CODE OF CONDUCT

Your Directors informed that pursuant to provisions of Regulation 17(5) of SEBI (Listing Obligation & Disclosure requirement) Regulations, 2015 every Listed Company is under an obligation to adopt a policy on Code of Conduct for all the Members of the Board of Directors and Senior Management. As per the said Regulation, the Board of Directors adopted the Policy on code of conduct for all the Members of Board of Directors and Senior management of the Company.

25. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE THERE OF: -

Board Meeting: -

The Board of Directors of the Company met 14 (Fourteen) during the year, in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes Book kept by Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013

* Mrs. Shobha Rustagi ceased w.e.f 30th June 2024

# Mr. Arun kumar hegde appointed as Additional Non-executive Director on 24th January 2024. ##Mr. Benny Xavier Dcosta ceased w.e.f. 24.01.2024

COMMITTEES OF BOARD

Currently, the Board has Three committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. All committees are constituted with the proper composition of Independent Directors and Non-Executive Directors as specified in relevant provisions of Companies Act, 2013.

* Mrs. Shobha Rustagi ceased w.e.f 30th June 2024

# Mr. Arun Kumar Hegde appointed as Additional Non-executive Director on 24th January 2024. ##Mr. Benny Xavier Dcosta ceased w.e.f. 24.01.2024

2. Audit Committee Meetings: -

* Mrs. Shobha Rustagi ceased w.e.f 30th June 2024

# Mr. Arun Kumar Hegde appointed as Additional Non-executive Director on 24th January 2024. ##Mr. Benny Xavier Dcosta ceased w.e.f. 24.01.2024

* Mrs. Shobha Rustagi ceased w.e.f 30th June 2024

# Mr. Arun Kumar Hegde appointed as Additional Non-executive Director on 24th January 2024. ##Mr. Benny Xavier Dcosta ceased w.e.f. 24.01.2024

26. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, regarding Corporate Social Responsibility is not applicable to the company.

27. RISK MANAGEMENT POLICY: -

Framework

Risk Management is a key aspect of the “Corporate Governance Principles and Code of Conduct” which aims to improve the Company's activities. Risk management policy and processes will enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalization of opportunities.

Background and Implementation

The Company is prone to inherent business risks. This document is intended to formalize a risk management policy, the objective of which shall be identification, evaluation, monitoring and minimization of identifiable risks.

This policy is in compliance with the Listing Agreement which requires the Company to laydown procedure for risk assessment and procedure for risk minimization.

The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network. Head of Departments shall be responsible for implementation of the risk management system as maybe applicable to their respective areas of functioning and report to the Board and Audit Committee.

Committee

The Company has not made Risk Management Committee, but the Board of Directors and Audit Committee is looking after the Risk Management of the Company.

28. PARTICULARS OF REMUNERATION TO DIRECTOR AND EMPLOYEES: -

The remuneration paid to the directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19(4) read with Part D of Schedule II of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Details of ratio of remuneration to each Director to the median employee's remuneration and details of remuneration paid to employees is annexed to this report as “Annexure - 2”

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), uploaded on company's website www.marinetrans.in

29. HUMAN RESOURCES AND INDUSTRIAL RELATIONS: -

Your Company treats its human resources as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your company's trust is on the promotion of talent internally through job rotation and job enlargement.

30. PARTICULARS OF EMPLOYEE: -

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

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

The Company has zero-tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition, and redressal of the same, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules thereunder. All employees (permanent, contractual, temporary, and trainees) are covered under this Policy. The Company has duly constituted Internal Complaints Committees in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received regarding sexual harassment. The Company organises workshops and awareness programs at regular intervals for sensitising the employees with the provisions of the said Act. During the year, the Company received no complaints for sexual harassment at the workplace.

32. RELATED PARTY TRANSACTIONS: -

In line with the requirements of the Act and the Listing Regulations, your Company has formulated a Related Party Transactions (RPT) Policy which is being periodically reviewed by the Audit Committee and approved by the Board. The RPT Policy is available on your Company's website at https: https://marinetrans.in/

All transactions entered into with related parties during the year under review were in the ordinary course of business and on an arm's length basis and were approved by the Audit Committee and the Board of Directors.

During the year under review there were no material transactions entered by the Company with any of its related parties necessitating approval of the members.

Particulars of the contracts, arrangements or transactions entered during Financial Year 2023-24 that fall under the scope of Section 188(1) of the Act in the prescribed Form AOC-2 is annexed to this report as “Annexure 4”.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges.

33. INVESTOR EDUCATION AND PROTECTION FUND

There were no amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year.

34. LISTING OF EQUITY SHARE OF THE COMPANY: -

The equity shares of the company are listed on the SME Board of National Stock Exchange of India Limited (NSE). The Company has paid the Annual Listing Fees NSE for the financial year 2024-25.

35. BOARD EVALUATION: -

In compliance with the provision of Companies Act, 2013 and Listing Compliances, the Board carried out at an annual evaluation of its own performance and Independent directors. It also evaluated the performance of its committees. The evaluation inter-alia covered different aspects viz. composition of board and its committees, qualification, performance, inter-personal skills, submission done by the director in varied disciplines related to the company's business etc.

36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE IBC 2016:

During the year under review no application was made, further no any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company.

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

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

38. MANAGEMENT DISCUSSION AND ANALYSIS: -

The Management Discussion and analysis forms part of this annual Report as Annexure III for the year ended 31st March 2024.

39. ANNUAL RETURN

A copy of Annual Return as provided under Section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company's website and can be accessed at https://marinetrans.in/

By virtue of an amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide an extract of the Annual Return (Form MGT- 9) as part of this Board's Report.

40. CORPORATE GOVERNANCE: -

The provision of Corporate Governance requirements as specified in regulation 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D & E of schedule V of SEBI (LODR) Regulations, 2015, are not applicable to the Company. The Company has however complied with all the other applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

41. GREEN INITIATIVES

Notice of AGM along with Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company's website https://marinetrans.in websites of the Stock Exchanges i.e. National Stock Exchange of India Limited at www.nseindia.com respectively. The above is in compliance with General Circular No. 14/2020 dated April 8, 2020 read with General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 02/2021 dated January 13, 2021, General Circular No. 20/2021 dated December 08, 2021, General Circular No. 2/2022 dated May 5, 2022, General Circular No. 10/2022 dated December 28, 2022, and General Circular No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs.

42. OTHER DISCLOSURES

During the financial year under review: a) There was no issue of equity shares with differential rights as to dividend, voting or otherwise. b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

43. ACKNOWLEDGEMENT: -