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Mackinnon Mackenzie & Company Ltd.

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Mackinnon Mackenzie & Company Ltd. (MACKINNONMACKEN) - Director Report

Company director report

To

The Members

Mackinnon Mackenzie and Co Limited

Your Directors have pleasure in presenting the 66th Annual Report on the business andoperations of the Company with the Audited Accounts for the year ended 31st March 2017.

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

Particulars For the Year Ended 31.03.2017 For the Year Ended 31.03.2016
(Rupees in Lakhs) (Rupees in Lakhs)
Sales & other Income 34.14 30.23
Total Expense (93.32) (83.77)
Profit / (Loss) before Depreciation Interest & Tax (59.18) (53.54)
Less: Depreciation 1.67 2.00
Interest 0.55 0.63
Profit/(loss) before Taxation (61.40) (56.17)
Less: Provision for taxation -- --
- Current Tax -- --
- Deferred Tax -- --
- Wealth Tax --
Profit/(loss) after Tax (61.40) (56.17)
Balance b/f from previous year (83629.35) (83573.18)
Amount available for Appropriation -- --
Appropriations: -- --
Transfer to General Reserve -- --
Balance c/f to Balance sheet (83690.75) (83629.35)

2. DIVIDEND:

In view of the accumulated losses the Directors regret their inability torecommend any dividend for the year under consideration. No appropriations are proposed tobe made for the year under consideration.

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.The Company continues to reel under losses.

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 COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

Your Directors report that recently the MM Employees Union had filed a petition forwithdrawal of the amount which the

Company had deposited in 1996 as per Bombay High Court's order for payment to workmenas per Supreme Court Order of 25.02.2015. In this reference Court decreed that thewithdrawal would be permitted after three months from date of order dtd. 18th November2016. Accordingly the MM Employees Union have encashed the FDR's along with theaccumulated Interest.

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 made any Investment in Joint Venture.

9. DEPOSITS

Your Company has not accepted Deposits from the public or its employees during the yearunder review.

10. STATUTORY AUDITORS:

M/s Sachin P. Mulgaokar & Co Chartered Accountants [ICAI registration number108945W] the outgoing Statutory Auditors has completed their term as Statutory Auditorspursuant to Section 139(2) of the Companies Act 2013 at the end of conclusion of the 66thAnnual General Meeting. It is proposed to appoint M/s. S. M. Bhingarde & Co CharteredAccountants [ICAI registration number 101418W] as the Statutory Auditors of the Companyto hold office from the conclusion of the 66th Annual General Meeting of the Company tillthe conclusion of the 71st Annual General Meeting to be held in 2022-23 subject toratification of their appointment by the Members at every intervening Annual GeneralMeeting held after this Annual General Meeting in place of M/s Sachin P. Mulgaokar &Co Chartered Accountants [ICAI registration number 108945W]. The Company has received aletter from M/s. S. M. Bhingarde & Co Chartered Accountants [ICAI registrationnumber 101418W] to the effect that their appointment if made would be maintained withinthe prescribed limit under Section 141(1) (g) of the Companies Act 2013 and that they arewilling to act as Statutory Auditors of the Company.

11. SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report has been issued by CS Vyoma Desai Practicing CompanySecretary after examining the registers records books and accounts for the year ended31st March 2017. The Secretarial Audit Report forms a part of this Report as Annexure I.

The said Report contains the following qualifications:

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

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

(c) The Company has not maintained all Statutory Registers in new format as prescribedunder Companies Act 2013. (d) The Company has failed to Demat its Equity Shares.

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

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

(g) As required under various Sections of the Companies Act and Listing Regulationsthe Company has failed to post various information policies on the website of theCompany.

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

(i) Company has failed to publish its quarterly financial results in newspaperincluding various other requirements as required under Listing Regulations. (j) Company'sScript remains to be suspended from BSE.

(k) Company has been arrears for Listing fees with Delhi Stock Exchange and KolkataStock Exchange including defaults in filing of reports.

(l) Company has failed to publish Board Meeting Notice in newspaper as per Regulation47 of SEBI (Listing Obligations and Disclosure Requirements) 2015.

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 Key Managerial Personnel once suitable and if any willingcandidate agree to join the Company. Since the broadline in the Company has been a few

Compliances of Stock Exchange and SEBI remains to be complied. However the Board ofDirectors have spared no efforts and have Complied with major requirments in the givenconstraint 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 28 of notes toFinancial Statements with Balance Sheet and Profit and Loss Statement.

13. SHARE CAPITAL

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

14. EXTRACTS OF THE ANNUAL RETURN

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

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

The Company does not have activities related to conservation of energy and technologyabsorption. During the year foreign exchange out go was Nil. The foreign exchange earnedduring the year was Rs. 80200/-

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

Capt. N. B. Jamnerkar Independent Director of the Company resigned w.e.f. 23rdSeptember 2016. The Board places on record its appreciation for the services rendered byCapt. N. B. Jamnerkar during her tenure with the Company.

Mrs. Anuja Paranjape Women Director of the Company resigned w.e.f. 26th May 2017. TheBoard places on record its appreciation for the services rendered by Mr. Anuja Paranjapeduring her tenure with the Company.

Ms. Hetal Parmar was appointed as Additional Women Director wef 26th May 2017 and isnow eligible for appointment as an Independent Women Director in this ensuing AGM. TheBoard seeks your approval for the same and the said resolution forms a part of the Noticeof AGM.

The Company has failed to appoint KeyManagerialPersonnel(KMP)howeverithasyetnotbeenabletofindthe candidature to meet theirrequirements

The Company was required to appoint a Whole-Time Company Secretary however it has yetnot been able to find the candidature to meet their requirements. The Company is stillunder the process of recruiting the same.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 6 Board Meetings were convened and held as follows:

31st May 2016 28th July 2016 25th August 2016 27th October 2016 31st January 2017and 28th February 2017. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

18. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The policy is to have an appropriate mix of Executive and Independent Directors tomaintain the independence of the Board and separate its functions of governance andmanagement. However currently the Company does not have any Executive Directors.

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:

The Company's Board of Directors consists of all Non-Executive Independent Directorswho are not liable to retire by rotation.

21. COMMITTEES OF BOARD:

NAME OF COMMITEE COMPOSITION HIGHLIGHTS OF DUTIES RESPONSIBILITIES AND ACTIVITIES
Audit Committee *Capt. N. B. Jamnerkar (Independent Director) Mr. Sampat Borate-Chairman (Independent Director) Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements.
Mr. Abbas Lakdawalla (Independent Director) To approve and recommend to the Board the financial results of the Company and also to recommend the appointment remuneration and terms of appointment of Statutory
*Mrs. Anuja Paranjape (Independent Women Director)
*Ms. Hetal Parmar (Independent Women Director) Auditors of the Company.
Nomination and Remuneration Committee *Capt. N. B. Jamnerkar (Independent Director) Since there are no Executive Directors hence the Committee has a limited role to play.
Mr. Sampat Borate-Chairman (Independent Director) However the Committee meets and explores the option of appointing the Key Managerial Personnel as required u/s 203 of Companies Act 2013.
Mr. Abbas Lakdawalla (Independent Director)
*Mrs. Anuja Paranjape (Independent Women Director)
*Ms. Hetal Parmar (Independent Women Director)
Stakeholders Commitee *Capt. N. B. Jamnerkar (Independent Director) To approve the transfer and transmission of shares of the Company and approve the issue of the duplicate share certificate.
Mr. Sampat Borate-Chairman (Independent Director) To review the Investor Complaints and to consider and resolve the grievances of shareholders of the company.
Mr. Abbas Lakdawalla (Independent Director)
*Mrs. Anuja Paranjape (Independent Women Director To oversee the working of the Registrar and Share Transfer Agents as appointed by the Company.
*Ms. Hetal Parmar (Independent Women Director)

* Capt. N. B. Jamnerkar has resigned w.e.f 23rd September 2016 Mrs. Anuja Paranjapehas resigned w.e.f 26th May 2017 and Ms. Hetal Parmar is appointed w.e.f 26th May 2017.

22. REGISTRAR AND SHARE TRANSFER AGENT

The Company has appointed Satellite Corporate Services Private Limited as its Registrarand Share Transfer Agents. Shareholders are advised to approach it on the followingaddress for any shares related queries and issues:

Satellite Corporate Services Private Limited

B-302 Sony Apartment Opp. St Jude High School 90 Feet Road Jarimari SakinakaMumbai - 400072.

Ph: No. 022 28520461/462. Fax: 022 28511809 Website:www.satellitecorporate.com email :service@satellitecorporate.com

23. INTERNAL CONTROL SYSTEMS

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

24. 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.

25. VIGIL MECHANISM

The Company has a competent vigil mechanism for monitoring any unethical behaviouractual or suspected fraud or violation of the Company's code of conduct or ethics policy.Vigil mechanism has been established for Directors and employees to report genuineconcerns. The vigil mechanism provide for adequate safeguards against victimization ofperson who use such mechanism.

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

During the year under review the Company has not given any Loans Guarantees or madeInvestments as covered under Section 186 of the Companies Act2013.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review the Company has not entered into any Related PartyTransactions as stated under Section 188 of the Companies Act 2013.

28. MANAGERIAL REMUNERATION:

During the period the Company has not paid any remuneration as all its Directors areNon-Executive Independent Directors.

29. 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.

30. 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.

31. 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. HumanResource Risk

32. 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 ofthe annual accounts the applicable accounting standards had been followed along withproper explanation relating to material departures; (b) the selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of the company forthat period; (c) proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities; (d) the annualaccounts on a going concern basis; and (e) the directors had devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

33. ACKNOWLEDGEMENTS

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

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Place: Mumbai SAMPAT BORATE
Dated: 23rd August 2017 CHAIRMAN
DIN: 06929702