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Mac Charles (India) Ltd.

BSE: 507836 Sector: Services
NSE: N.A. ISIN Code: INE435D01014
BSE 00:00 | 23 Jul 517.45 24.60
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514.75

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NSE 05:30 | 01 Jan Mac Charles (India) Ltd
OPEN 514.75
PREVIOUS CLOSE 492.85
VOLUME 2796
52-Week high 550.85
52-Week low 177.10
P/E
Mkt Cap.(Rs cr) 678
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 514.75
CLOSE 492.85
VOLUME 2796
52-Week high 550.85
52-Week low 177.10
P/E
Mkt Cap.(Rs cr) 678
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mac Charles (India) Ltd. (MACCHARLESI) - Director Report

Company director report

TO THE MEMBERS

MAC CHARLES (INDIA) LIMITED

Your Directors have pleasure in presenting the 41st Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31stMarch 2021.

1. FINANCIAL SUMMARY/HIGHLIGHTS

The summarized standalone performance of the Company for the financial year 2020-21 and2019-20 is given below:

PARTICULARS Financial Year ended 31-03- 2021 Financial Year ended 31-03- 2020
Segment wise
Turnover/Revenue
1.Continue Operation
(a) Sale of Electricity 81.12 100.18
(b) Office rentals 149.79 145.54
(c) Others 38.93 34.32
2.Discontinued -
Operation
Hotel sales Turnover - 175.45
Exceptional Income - -
Total Revenue 269.84 455.49
Continue Operation
Profit/(Loss) before
Depreciation and Finance 161.99 156.17
Cost & Tax
Less: Depreciation 35.53 35.68
Less: Finance Cost 103.91 110.35
Profit/ (Loss) before tax 22.55 10.14
Profit/(Loss) for the year 19.83 12.29
Discontinued Operation
Profit/ (Loss) before tax -9.16 -178.66
Profit/(Loss) for the year -9.16 -137.96
Total Profit /Loss for the year 10.67 -125.67
Total Comprehensive Income/(Loss) 11.65 -125.15
Earnings per share basic and diluted Rs. 0.81 -9.59

2. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of Regulation 33 of the ( SEBI Listing Obligationsand Disclosure Requirements) Regulations 2015 and applicable provisions of the CompaniesAct 2013 read with the rules made thereunder the Consolidated Financial Statements ofthe Company for the financial year 2020-21 have been prepared in compliance withapplicable Accounting Standards and on the basis of audited financial statements of theCompany and its subsidiaries as approved by the respective Board of Directors.

3. COMPANY'S PERFORMANCE:

During the financial year 2020-21 the overall revenue of the Company was INR 269.84million against the previous year's revenue of INR 455.49 million which includes revenuefrom continued operations of sale of electricity office space rent and other income andDiscontinued operations of Hotel business and exceptional income. The profit for the FY2020- 21 is 10.67 million against loss of 125.67 million for FY 19-20.

4. FUTURE PROSPECTS:

The shareholders of your Company have approved the amendments to the Main Objectsclause of the Memorandum of Association by means of a special resolution by way of postalballot exercise which concluded on May 18 2019 for diversifying into the real estate& property development business. The company has drawn plans to construct a landmarkcommercial building at the erstwhile site of the Le Meridien hotel to leverage the robustdemand for Grade A office space in Central Business District (CBD) Bangalore. This isexpected to secure a better return on capital employed & enhance the long-terminterests of the shareholders.

5. DIVIDEND

During the year under review the Board of Directors of your company have not declaredany Dividend for the current financial year.

6. TRANSFER TO RESERVES

During the year under review it has been proposed not to transfer any amount toreserves.

7. HOLDING & SUBSIDIARY COMPANIES

During the year under review M/s. Embassy Property Developments Pvt. Ltd. continuesto be the Holding Company. During the year the Company has 3 wholly owned subsidiaries(WOS) namely Airport Golfview Hotels

& Suites Private Limited. Kochi Blue Lagoon Real Estate Private Limited andNeptune Real Estate Private Limited Bangalore which are Non-listed Indian subsidiaries. AStatement containing the salient features of the financial statement of the WOS in FormAOC-I (pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014) is attached to this report.

8. MANAGEMENT DISCUSSION & ANALYSIS & CORPORATE GOVERNANCE

Report on Management Discussion & Analysis and Corporate Governance and ComplianceCertificate on Corporate Governance is annexed to this Report.

9. CORPORATE GOVERNANCE

A separate section on Corporate Governance standards followed by your Company asstipulated under Regulation 27 read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed to this Report. The Report onCorporate Governance also contains certain disclosures as required under the CompaniesAct 2013. A Certificate from Mr. Umesh Maskeri Practicing Company Secretary regardingcompliance with the conditions of Corporate Governance as stipulated under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed to the Report.

10. MATERIAL CHANGES AND

COMMITMENTS:

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company i.e. 31stMarch 2021 and the date of the

Directors' report.

11. ENERGY CONSERVATION

TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO AND OTHER DISCLOSURES:

The disclosures to be made under sub-section (3) (m) of Section 134 of the CompaniesAct 2013 read with Rule (8)(3) of the Companies (Accounts) Rules 2014 by your Company arefurnished below:

ENERGY CONSERVATION

Conservation of energy continues to be on top priority of the management. Theinformation on energy conservation is detailed herein below. Please regroup the contentsstated under paragraphs (a) to (g) under the following heads:

i) The steps taken or impact on conservation of energy.

ii) The steps taken by the company for utilizing alternate sources of energy

iii) The capital investment on energy conservation equipment's.

a) During the year under review the Company has generated about 14964172 of units'green power which is being sold to group company and the balance units generated is beingsold to GESCOM & HESCOM.

TECHNOLOGY ABSORPTION

In the opinion of the Board the required particulars pertaining to technologyabsorption under Section 134 of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 are not applicable as industry in which Companyoperates does not have any significant manufacturing operations.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings during the year is NIL. There is no Foreign Exchangeutilization during the year.

12. DIRECTORS AND KEY

MANAGERIALPERSONNEL

As on the date of this Report the Company has Six (6) Directors consisting of three(3) Independent Directors and three (2) Non- Executive Directors and (1) ExecutiveDirector.

The Key Managerial Personnel's of the company as on March 31 2021 are Mr. Sartaj SinghWhole-Time Director Mr. Pranesha Krishnamurthy Rao Chief Finance Officer and Ms. ChandanaNaidu Company Secretary of the Company.

a. Disqualification of Directors:

None of the directors of the Company are disqualified pursuant to the provisions ofSection 164 of Companies Act 2013 or debarred or disqualified from being appointed orcontinuing as directors of companies by the Securities and Exchange Board of India orMinistry of Corporate Affairs or any such statutory authority. A certificate from aPracticing Company Secretary in this regard is attached to this report.

b. Appointment / Resignation from the Board of

Directors

Mr. Sartaj Sewa Singh (DIN 01820913) was appointed as an additional director on June26 2020 and shareholders through postal ballot on August 13 2020 have approved hisappointment as whole-time director for a term of two years with effect from June 26 2020.Mr. C.B. Pardhanani (DIN 00210179) who was elected as a Director subject to retire byrotation the shareholders of the Company through postal ballot on May 18 2019 expressedhis unwillingness to continue on the Board of the Company due to health issues andaccordingly he ceased to be Director w.e.f. 26th June 2020.

c. Directors retiring by rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 read withSection 149 of the said Act at least 2/3rd of the total number of Directors excludingIndependent Directors shall be liable to retire by rotation and out of the Directorsliable to retire by rotation at least 1/3rd of the Directors shall retire by rotation atevery Annual General Meeting. In view of the above Mr. Aditya Virwani Director (DIN06480521) who is liable to retire by rotation and being eligible offers himself forre-appointment a resolution seeking shareholders' approval for his reappointment formspart of the Notice.

d. Declaration by Independent Director The Company has received necessarydeclaration from each of the Independent Directors under Section 149(7) of the CompaniesAct 2013 that he / she meets the criteria of Independence laid down in Section 149(6) ofthe Companies Act 2013 and Regulation 16 of SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015. Independent Directors have also confirmed that they arenot aware of any circumstance or situation which exists or may be reasonably anticipatedthat could impair or impact their ability to discharge their duties. In the opinion of theBoard all the independent directors are persons of integrity possesses relevantexpertise and experience.

e. Woman Director

In terms of the provisions of Section 149 of the Companies Act 2013 and Regulation 17of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 your Companyhas complied with the requirement of having at least one Woman Director on the Board ofthe Company. Ms. Tanya Girdhar is an Independent and Women Director of the Company.

f. Changes in KMP

During the year under review following changes have taken place in the composition ofWhole Time Key Managerial Personnel (KMP).

Mr. Sartaj Singh has been appointed as Whole-time Director of the Company with effectfrom 26th June 2020 through the shareholders' approval via postal ballot onAugust13 2020. Mr. M.S Reddy has resigned from the post of Company Secretary on June 302020 and Ms. Chandana Naidu has been appointed as Company Secretary and Compliance Officerwith effect from July 1 2020. During the year under review the non- executive directorsof the company had no pecuniary relationship or transactions with the Company other thansitting fee reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Board/Committee of the Company and payment of fees for rendering servicesin professional capacity.

13. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Companies Act2013 and corporate governance requirements as prescribed by SEBI LODR Regulations throughstructured questionnaire. The performance of the Board was evaluated by the Board based onthe criteria such as the Board composition and structure effectiveness of Board processinformation and functioning etc. The performance of the committees was evaluated by theBoard based on the criteria such as the composition of the committee's effectiveness ofcommittee meetings etc. The Board and Nomination and Remuneration Committee reviewed theperformance of the individual directors based on the criteria such as the contribution ofindividual director to the Board and committee meetings like preparedness on the issue tobe discussed meaningful and constructive contribution and inputs in meetings etc. In aseparate meeting of independent directors performance of non-independent directorsperformance of the Board and performance of Chairman was evaluated.

14. BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundsage ethnicity race and gender that will help us retain our competitive advantage. TheBoard Diversity Policy adopted by the Board sets out its approach to diversity. The policyis available on our website https://www.maccharles.com/investor-relations.

15. FAMILIRIZATION PROGRAM FOR

INDEPENDENT DIRECTOR:

Latest updates on the SEBI LODR Regulations and Companies Act2013 will be updated tothe Independent Directors in the Board Meetings held during the year.

16. NUMBER OF MEETINGS OF THE BOARD:

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies and other businesses. The schedule of the Board/Committee meetingsto be held in the forthcoming financial year are circulated to the Directors in advance toenable them to plan their time schedule for effective participation in the meetings. TheBoard of Directors met 4(Four) times during the year. The intervening gap between twoMeetings was within the period prescribed under the Companies Act 2013 and Regulations 17of the Securities and Exchange Board of India (Listing Obligation and DisclosureRequirements) Regulation 2015. Detailed information on the meetings of the Board isincluded in the Report on Corporate Governance which forms part of this Report.

17. AUDIT AND RISK MANAGEMENT

COMMITTEE

The Audit and Risk Management Committee met 4(Four) times during the year under review.The details with respect to the composition powers roles terms of reference etc. ofthe Audit and Risk Management Committee are given in detail in the ‘Report onCorporate Governance' of the Company which forms part of this Report. The details withrespect to the composition powers roles terms of reference etc. of the Committee aregiven in detail in the ‘Report on Corporate Governance' of the Company which formspart of this

Report.

As part of the risk assessment and minimization procedures the Company had identifiedcertain risk areas about the operations of the Company and initiated steps whereverpossible for risk minimization. The

Company's Board is conscious of the need to review the risk assessment and minimizationprocedures on regular intervals. During the year under review the Company has not receivedany order passed by the regulators/ courts/ tribunals which impacted the going concernstatus and Company's operation in future. There are no recommendations of the Audit andRisk Management Committee which have not been accepted by the Board.

18. STAKEHOLDERS' RELATIONSHIP

COMMITTEE

During the year under review the Stakeholders'

Relationship Committee met once.

The details with respect to the composition powers roles terms of reference etc. ofthe Committee are given in detail in the ‘Report on Corporate Governance' of theCompany which forms part of this Report.

19. NOMINATION & REMUNERATION

COMMITTEE

During the year under review the Nomination and Remuneration Committee met once. Thedetails with respect to the composition powers roles terms of reference etc. of theNomination and Remuneration Committee are given in detail in the

‘Report on Corporate Governance' of the Company which forms part of this Report.

20. NOMINATION AND REMUNERATION

POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of Companies Act 2013 read with the Rules issuedthereunder and the Listing Regulations.

The said Policy of the Company provides that the Nomination and Remuneration Committeeshall formulate the criteria for appointment of Executive Non-Executive and IndependentDirectors and persons in the Senior Management of the Company including criteria fordetermining qualifications remuneration positive attributes independence of a Directorand other matters as provided under sub-section (3) of Section 178 of the Companies Act2013. The salient features of the Policy are set out in the Corporate Governance Reportwhich forms part of this Report. The Policy is also available on the website of theCompany web-link: https://www.maccharles.com/investor-relations.

21. REVIEW AND UPDATION OF POLICIES:

During the year under review the following policies were reviewed and updated in linewith Companies Act 2013 and SEBI (LODR) Regulations 2015 along with all amendments

1. Policy on preservation and archival of documents

2. Code of Conduct and Ethics

3. Familiarisation Programmes for IDs

4. Policy for Annual Evaluation of Board and its Performance

5. Policy on Diversity of Board

6. Risk Management Policy

7. CSR Policy

8. Policy on materiality of related party transactions

9. Policy on determining material subsidiary

10. Policy on determination of materiality of the disclosure of events and information11. Nomination and Remuneration Policy

12. Vigil Mechanism Policy 13. Policy of POSH at Workplace

14. Succession Policy for Board and Senior

Management.

22. DIRECTORS'RESPONSIBILITY

STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended March 31st 2021 andstates that:

a) In the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards have been followed and there was no material departure.

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent to give a true and fairview of the of the Company at the end of the financial year under review and of the profitor loss of the Company for the financial year ended March 31 2021: The Directors havetaken proper and sufficient care

c) for the maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities.

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

23. PARTICULARS OF EMPLOYEES AND

DETAILS PERTAINING TO REMUNERATION AND OTHER DETAILS AS REQUIRED UNDER SECTION 197(12)OF THE ACT READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

A. The information stipulated under Rule 5(1) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isfurnished below:

i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2020-21: During the year under review Mr.Sartaj Singh Whole- Time Director was paid the remuneration and since his appointment hashappened in the current financial year median of remuneration is not applicable.

ii) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager in the financial year: There was noincrease in remuneration of any Director CFO Company Secretary during the financialyear.

iii) The percentage increase in the median remuneration of employees in the financialyear: There was no increase in remuneration of employees during the year.

iv) The number of permanent employees on the roles of the Company as on 31stMarch2021: 07

v) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the past financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration. There wasno increase in the salaries of employees or other managerial personnel hence nocomparison is possible. B. Mr. Sartaj Singh Whole- Time Director of the company is inreceipt of remuneration of Rs. 1.20 crore per annum and hence information in terms of theprovisions of Section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules theInformation is as below.

Name of the Employee Mr. Sartaj Sewa Singh
Designation of the Employee Whole- Time Director
Nature of Employment whether contractual or otherwise Permanent
Date of commencement of Employment 26th June2020
Age of such employee 64
Previous Employment before joining FMC India Private Limited
% of equity shares held by employee in the company NIL
Whether any such employee is a relative of any director or manager of the company NIL

24. PARTICULARS OF CONTRACTS OR

ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into a transaction with related parties which are at arm'slength and which are not in the ordinary course of business pursuant to the provisions ofSection 188 of the Companies Act 2013 read with Rule 15 of Companies (meeting of theBoard and its Powers) Rules 2014. Accordingly particulars of the contracts orarrangements with related parties referred to in Section 188(1) along with thejustification for entering into such contracts or arrangements in Form AOC-2 arefurnished which is attached to this

Directors Report". In line with the requirements of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasformulated Policy on Related Party Transactions which is available on the website of theCompany. Company has entered transactions with related parties pursuant to the provisionsof Regulation 23 of SEBI LODR as under:

During the year under review the transaction Inter Corporate Deposits/ Loan a sum notexceeding of Rs. 100 Crores (One Hundred Crore) from Embassy Property Developments PrivateLimited ("EPDPL") a related party and its holding company.

During the year under review the Company has appointed Embassy Property DevelopmentsPrivate Limited a related party as a Turnkey contractor for construction of commercialtower situated at Sankey Road Bangalore having an estimated turnkey contract value of Rs.500 Crore (Rupees Five Hundred Crore) with possible escalation cost not exceeding by 30%i.e. Rs.650 Crores (Rupees Six Hundred and Fifty Crores) Except the above related partytransactions there were no materially significant related party transactions made by theCompany with the Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at large.Accordingly particulars of the contracts or arrangements with related parties referred toin Section 188(1) along with the justification for entering such contract or arrangementin Form AOC-2 is provided as annexure to this report. In line with the requirements of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has formulated Policy on Related Party Transactions whichis available on the website of the Company.

25. COMPLIANCE CERTIFICATE ON

CORPORATE GOVERNANCE

As per SEBI (LODR) regulation the Practicing

Company Secretary's Certificate on compliance with the conditions of Corporategovernance has been furnished as an Annexure to this Report.

26. SECRETARIAL STANDARDS:

The Company Complies with all applicable mandatory secretarial Standards issued byInstitute of Company Secretary of India.

27. AUDITORS

Statutory Auditors and Auditors' Report

During the year M/s. BSR & Associates LLP Chartered Accountants (FirmRegistration No. 116231W/W-100024) has resigned as statutory Auditor of the Company.

M/s. Walker Chandiok & Co. LLP (FRN 001076N/N500013) has been appointed as theStatutory Auditor of the Company for a term of five years from the conclusion of 40thAnnual General Meeting till the conclusion of 45th Annual General Meeting to be held inthe year 2024-25. During the period under review even though there are no auditqualifications or adverse remarks the notes on accounts referred to in the Auditors'Report are self- explanatory and therefore do not call for any further comments.

Internal Auditors

M/s. Ernst & Young LLP Bengaluru Internal Auditors have been conducting Halfyearly audits of all operations of the Company and their findings have been reviewedregularly by the Audit Committee. Your Directors note with satisfaction that no materialdeviations from the prescribed policy and procedures have been observed.

Secretarial Auditor and Secretarial Auditor's

Report

The Board has appointed Mr. Umesh P. Maskeri Practicing Company Secretary to conductThe Secretarial Audit under the provisions of Section 204 of the Companies Act 2013 forthe financial year 2020-21. Secretarial Audit Report in Form MR-3 is attached to thisDirectors' Report. Management response against each of the qualification reservation oradverse remark or observation made in the Secretarial Audit Report has been furnishedthereon and hence does not call for any further comments separately.

Cost Auditor and Cost Records

The provision of Cost audit and maintenance of cost records as per section 148 is notapplicable to the Company.

Reporting of Frauds by Auditors

During the year under review the Statutory Auditors or Secretarial Auditor of theCompany have not reported any frauds to the Audit Committee or to the Board of

Directors under Section 143(12) of the Act including rules made thereunder.

28. CORPORATE SOCIAL RESPONSIBILITY

(CSR)

During the year under review the CSR Committee met once. The details with respect tothe composition powers roles terms of reference etc. of the Committee are given indetail in the ‘Report on Corporate Governance' of the Company which forms part ofthis

Report.

29. VIGIL MECHANISM/WHISTLE BLOWER

POLICY

Pursuant to Section 177 of the Companies Act 2013 read with listing Regulations theBoard of Directors at its meeting held on 26.06.2020 has adopted a revised vigilmechanism/whistle blower policy of the Company. The policy provides a framework fordirectors and employees to report genuine concerns about unethical behavior actual orsuspected fraud or violation of the Company's code of conduct or ethics policy. Protecteddisclosures can be made by a whistle blower through an email or direct access to theChairman of the Audit Committee. The vigil mechanism/whistle blower policy can be accessedon the Company's website www.maccharlesindia.com

30. DISCLOSURE AS PER SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at workplace and during theyear under review your Board has constituted an internal Complaints Committee to considerand redress complaints of sexual harassment & also adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofSexual Harassment of women at Workplace ( prevention prohibition and Redressal) Act 2013and the rules framed thereunder. During the year no complaints pertaining to sexualharassment were received.

31. PARTICULARS OF LOANS GIVEN

INVESTMENT MADE GUARANTEES GIVEN AND SECURITY PROVIDED:

Loans given investments made by the Company along with the purpose for which the loanis proposed to be utilized by the recipient are provided in the financial statements.

32. EXTRACT OF THE ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the annual return for FY 2020-21 is annexed to this Report in the prescribedForm No. MGT-9 which is a part of this report and the same is also available on ourwebsite : www.maccharlesindia.com

33. INTERNAL FINANCIAL CONTROL

POLICY AND ITS ADEQUACY:

The Board has adopted an Internal Financial Control Policy to be followed by theCompany and such policies and procedures adopted by the Company for ensuring the orderlyand efficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information. The Audit Committee evaluates the internal financialcontrol system periodically. The observations and comments of the Audit Committee areplaced before the Board.

34. DISCLOSURES:

Borrowing from banks:

During the year under review there are no borrowings from banks.

Dues to small scale undertakings

There are no dues payable to small scale undertakings.

Green Initiatives

Electronic copies of the Annual Report and notice of the ensuring AGM are sent to allthe members whose email address are registered with the Company /Depository Participant(s)vide general circular from MCA number 17/2020 dated 14th April2020. TheCompany is providing e-voting facility to all members to enable them to cast their voteselectronically on all resolutions set forth in the AGM Notice. The instructions fore-voting are provided in the AGM Notice.

Other declarations

i. Declaration by the Chief Financial Officer affirming compliance with the code ofconduct is annexed elsewhere in this Report.

ii. There are no material changes and commitments made during the financial year exceptin the change in nature of business as mentioned elsewhere in this report.

iii. There is a material variation of market capitalization during the financial year.

iv. There is no demat suspense accounts / unclaimed suspense account during thefinancial year.

v. Necessary disclosures of Accounting Treatment have been made in the financialstatements.

Other Disclosures and reports

Your directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act 2013.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

4. No significant or material orders were passed by the Regulators or Courts ofTribunals which impact the going concern status and Company's operations in future.

35. DEMATERIALIZATION

The equity shares of the Company have been admitted for dematerialization with both theDepositories viz. Central Depository Services (India) Limited (CDSL) and NationalSecurities Depository Limited (NSDL).

The ISIN allotted to your Company's equity shares is

INE435D01014.

36. LISTING ON STOCK EXCHANGE:

The Company's Shares are listed on Bombay Stock

Exchange and script code of the company is 507836.

37. PROHIBITION OF INSIDER TRADING

REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations1992 as amended from time to time the Code of Conduct for Prohibition of Insider Trading(Code) as approved by the Board is in force by the Company. The Company also adopts theconcept of Trading Window Closure to prevent its Directors Officers designatedemployees their relatives and other employees from trading in the securities of theCompany at the time when there is unpublished price sensitive information.

38. INVESTOR EDUCATION AND

PROTECTION FUNDS(IEPF):

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting

Audit Transfer and Refund) Rules 2016 ("the IEPF Rules") all unpaid orunclaimed dividends are required to be transferred by the Company to the IEPF establishedby the Government of India after the completion of seven years. Further according to theIEPF Rules the shares on which dividend has not been paid or claimed by the shareholdersfor seven consecutive years or more shall also be transferred to the demat account of theIEPF Authority. During the year the Company has transferred the unclaimed and unpaiddividends of Rs. 3512513/-. Further 20800 corresponding shares on which dividends wereunclaimed for seven consecutive years were transferred as per the requirements of the IEPFRules.years were transferred as per the requirements of the IEPF Rules.

39. HUMAN RESOURCES:

During the year under review the Company has 07 employees.

40. ACKNOWLEDGEMENTS:

Your Directors are grateful to the Shareholders for their support and co-operationextended to the Company for many years.

The Directors also thank HDFC Bank for their cooperation and support. We would like tothank all our client partners vendors and other business associates for their continuedsupport and encouragement during the year. We also thank the Government of IndiaGovernment of Karnataka Ministry of Corporate Affairs Central Board of Indirect Taxes andCustoms Income Tax Department and all other regulatory agencies for their assistance andco-operation during the year and look forward to their continued support in the future.

On behalf of the Board of Directors For Mac Charles (India) Limited

sd/- sd/-
P B Appiah Sartaj Sewa Singh
Director Whole- Time Director
DIN: 00215646 DIN: 01820913

.