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Mackinnon Mackenzie & Company Ltd.

BSE: 501874 Sector: Others
NSE: N.A. ISIN Code: N.A.
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Mackinnon Mackenzie & Company Ltd. (MACKINNONMACKEN) - Director Report

Company director report

To

The Members:

Your Directors present the 64th Annual Report on the business and operations of theCompany with the Audited Accounts for the year ended 31st March 2015.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

Particulars For the Year Ended 31.03.2015 For the Year Ended 31.03.2014
(Rupees in Lakhs) (Rupees in Lakhs)
Sales & other Income 24.67 24.24
Total Expense (135.07) 83.12
Profit / (Loss) before Depreciation Interest & Tax (110.40) (58.88)
Less: Depreciation 2.63 1.80
Interest 0.62 0.36
Profit/(loss) before Taxation (113.65) (61.04)
Less: Provision for taxation -- --
- Current Tax -- --
- Deferred Tax -- --
- Wealth Tax
Profit/(loss) after Tax (113.65) (61.04)
Balance b/f from previous year (83459.53) (83398.49)
(83459.53) (83459.48)
Amount available for Appropriation -- --
Appropriations: -- --
Transfer to General Reserve -- --
Balance c/f to Balance sheet (83573.18) (83459.53)

2. DIVIDEND:

In view of the losses suffered by the Company your Directors do not recommend anyDividend for the year under review.

3. RESERVES:

The Company has not transferred any amount to Reserves for the period under review.

4. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF THECOMPANY’S AFFAIR:

The Company does not have any significant business activity except for rental income.

5. CHANGE IN NATURE OF BUSINESS IF ANY:

There are no major changes in the business of the Company.

6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

Your Directors report that the Supreme Court has passed an Order in the matter ofLabour case which would impact the Going Concern status of your Company and its futureoperations. However the Company's review petition filed against order in special leavepetition has been dismissed. Also various cases under FEMA and other Commercial lawscontinues at various level and remain sub-judice.

7. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has no Subsidiary/Associate Company or any Joint venture for the periodunder review.

8. INVESTMENT IN JOINT VENTURE:

Your Company has not done any Investment in Joint Venture

9. DEPOSITS

Your Company has not accepted any Deposits from the public or its employees during theyear under review.

10. STATUTORY AUDITORS:

The Members of the Company had at the 63rd Annual General Meeting (AGM) held on 22ndSeptember 2014 approved the appointment of M/s. Sachin P Mulgaokar & Co CharteredAccountants [ICAI registration number 108945W] as Statutory Auditors of the Company tohold office from the conclusion of that AGM until the conclusion of 66th AGM heldthereafter (subject to ratification of the appointment by the Members at every AGM heldafter the abovesaid AGM).

Rule 3 (7) of the Companies (Audit and Auditors) Rules 2014 states that appointment ofthe Auditor shall be subject to ratification by the members at every Annual GeneralMeeting till the expiry of the term of the Auditor.

In view of the above the existing appointment of M/s. Sachin P Mulgaokar & CoChartered Accountants [ICAI registration number 108945W] covering the period from theconclusion of this ensuing AGM until the conclusion of the next AGM to be held in the FY2016-17 is being placed for members ratification.

11. SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report has been issued by M/S. D.S. Momaya & Co CompanySecretaries Mumbai after examining the registers records books and accounts for theyear ending 31st March 2015. The Secretarial Audit Report is attached to this Report asAnnexure I.

It contains following qualifications in Secretarial Audit Report.

(a) As required under Section 138 of the Companies Act 2013 Company has failed toappoint Internal Auditor in the Company.

(b) As required under Section 149 of the Companies Act 2013 and Clause 49 of theListing Agreement the Company has failed to appoint Women Director on the Board ofDirectors of the Company.

(c) As required under Section 149 of the Companies Act 2013 and Clause 49 of theListing Agreement the Company has failed to appoint Independent Director(s) on the Boardof Directors of the Company.

(d) As required under Section 203(1) of the Companies Act 2013 the Company has failedto appoint Key Managerial Personnel in the Company.

(a) The Company has not maintained all Statutory Registers in new format as prescribedunder Companies Act 2013.

(e) The Company has not maintained all Statutory Registers in Electronic form asprescribed under Companies Act 2013.

(f) The Company has failed to Demat its Equity Shares.

(g) The Company has various cases pending under Foreign Exchange Management Act 1999which are pending for final orders.

(h) The Supreme Court passed Order against the Company in the matter of labour Case forwhich company has appealed before the court.

(i) As required under various Sections of the Companies Act 2013 and ListingAgreement the Company has failed to post various information policies on the website ofthe Company.

(j) As required under the Listing Agreement Company has failed to issue and circulateCorporate Governance Report.

(k) Company has failed to appoint Registrar and Transfer Agent.

(l) Company has failed to constitute various committees as required under CompaniesAct 2013 and Listing Agreement.

(m) Company has failed to publish its quarterly financial results in newspaper(s)including various other requirements as required under Listing Agreement.

(n) Company's Script has been suspended from BSE.

(o) Company has been arrears for Listing fees with Delhi Stock Exchange and CalcuttaStock Exchange.

(p) Company has failed to adopt code on (PROHIBITION OF INSIDER TRADING) REGULATIONS1992.

(q) The Company has failed to give the option of e-voting to its Members at AnnualGeneral Meeting for 2014.

Your Directors report that due to financial losses and lack of adequate Professionalstaff the Company was unable to comply all the above Compliances. However the Company isin process for appointing of Women Director and Key Managerial Personnel once suitable andif any willing candidate agrees to join the Company. Inspite of best efforts of the Boardof Directors a few Compliances of Stock Exchange and SEBI remains to be complied. Howeverthe Board of Directors have spared no efforts and have complied with major requirements inthe given constraint circumstances.

12. AUDITORS’ REPORT

With reference to the comments contained in Auditors' Report the position has beenexplained in the Notes to the Financial Statements are self-explanatory. InformationPursuant to Section 134 of the Company's Act 2013 is given in Item 25 of notes toFinancial Statements with Balance Sheet and Profit and Loss Account.

13. SHARE CAPITAL

During the year under review the Authorised and Paid up Capital of your Company hasremained unchanged.

14. EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return in prescribed Form MGT-9 is annexed hereto as AnnexureII forms part of this Report.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The Company does not have activities related to energy and technology absorption.During the year foreign exchange out go was Nil. The foreign exchange earned during theyear was Rs. 80200/-

16. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

• Rear Admiral Prashant Kumar Sinha Executive Director on expiry of his tenure on31st March 2015 ceased to be Executive Director and Director of the Company. The Boardplaces on record its appreciation for the services rendered by Rear Admiral Prashant KumarSinha during his tenure with the Company.

• Mr. Sampat Borate was appointed as Additional Director w.e.f. 1st February 2015.He is now eligible for appointment as an Independent Director in the ensuing AGM.

• Mrs. Anuja Paranjape was appointed as Women Director as on 20th August 2015 andnow eligible for appointment as an Women Independent Director in the ensuing AGM.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 5 Board Meetings were convened and held as follows:

30th May 2014 10th June 2014 28th July 2014 27th October 2014 and 29th January 2015.

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

The Company was required to appoint a Whole-Time Company Secretary however it has yetnot been able to find the candidature to meet the Company's requirements.

18. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Current policy is to have an appropriate mix of Executive and Independent Directorsto maintain the independence of the Board and separate its functions of governance andmanagement.

The Board periodically evaluates the need for changes in its composition and size asper the requirements of various Sections of the Companies Act 2013.

19. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.

20. RE-APPOINTMENT OF DIRECTORS:

As per the provisions of the Companies Act 2013 Mr. Narendra Jamnerkar Director ofthe Company retires at the ensuing AGM and being eligible seeks re-appointment. The Boardrecommends his re-appointment.

21. COMMITTEES OF BOARD:

NAME OF COMMITEE COMPOSITION HIGHLIGHTS OF DUTIES RESPONSIBILITIES AND ACTIVITIES
*Audit Committee Capt. Narendra Jamnerkar (Independent Director) All the recommendations made by the Audit Committee will be accepted by the Board.
Mr. Sampat Borate (Independent Director)
Mrs Anuja Paranjape (Independent Director)
*Nomination and Remuneration Committee Capt. Narendra Jamnerkar (Independent Director) Since there are no Executive Directors hence the Committee has a limited role to play.
Mr. Sampat Borate (Independent Director)
Mrs Anuja Paranjape (Independent Director)
*Stakeholders Commitee Capt. Narendra Jamnerkar (Independent Director) To review the Investor Complaints and approve the transfer of shares.
Mr. Sampat Borate (Independent Director)
Mrs Anuja Paranjape (Independent Director)

* The above Committees were formed on 20th August 2015.

22. INTERNAL CONTROL SYSTEMS

As there is no significant business activities hence there was no systems set up forInternal Controls.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Since there are no women employees in the Company hence no comments.

24. VIGIL MECHANISM

As the Company does not have any significant business activity there was no need tohave a Vigil Mechanism Policy.

25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year the Company has not taken or given any LoansGuarantees or investmentscovered under section 186 of the Companies Act2013.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year the Company has not entered into any related party transactions exceptfor payment of Remuneration to Rear Admiral Prashant Kumar Sinha.

27. MANAGERIAL REMUNERATION:

During the period the Company was paying Remuneration as per the notes to accounts toRear Admiral Prashant Kumar Sinha Executive Director of the Company who resigned w.e.f.31st March 2015.

28. PARTICULARS OF EMPLOYEES:

The Company has no Employee drawing remuneration exceeding the limits laid down underthe provisions of Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

29. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

In view of the carry forward losses the criteria prescribed for the applicability ofCorporate Social Responsibility under Section 135 of the Companies Act 2013 is notapplicable to the Company.

30. BUSINESS RISK MANAGEMENT

Since the Company does not have any significant business activities hence the BusinessRisk is at the Minimal Level.

Hence no major risk factors are envisaged except for

a. Government Policies

b. Human Resource Risk

31. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies

Act 2013 shall state that—

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the selected accounting policies were applied consistently and the Directors madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period;

(c) proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) the internal financial controls have been laid down to be followed by the Companyand such controls are adequate and are operating effectively;

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

32. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help cooperation and hard work the Company isable to sustain itself.

BY ORDER OF THE BOARD OF DIRECTORS
Place: Mumbai CAPT. NARENDRA JAMNERKAR
Dated: 20th August 2015 CHAIRMAN
DIN:00012293