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Mackinnon Mackenzie & Company Ltd.

BSE: 501874 Sector: Others
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan 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 present the 68th Annual Report on the business and operations of theCompany with the Audited Accounts for the year ended 31st March 2019.

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

Particulars For the Year Ended 31.03.2019 For the Year Ended 31.03.2018
(Rupees in Lacs) (Rupees in Lakhs)
Sales & other Income 27.52 47.49
Total Expense 73.83 62.90
Profit / (Loss) before Depreciation Interest & Tax (46.31) (15.41)
Less: Depreciation 1.18 1.39
Interest 0.01 0.04
Profit/(loss) before Taxation (46.32) (15.41)
Less: Provision for taxation
- Current Tax -- --
- Deferred Tax -- --
- Current Adjustments for Earlier year -- 2.79
Profit/(loss) after Tax (46.32) (18.20)
Balance b/f from previous year (83708.75) (83690.55)
Amount available for Appropriation -- --
Appropriations: -- --
Transfer to General Reserve -- --
Balance c/f to Balance sheet (83708.75) (83690.55)

2. DIVIDEND:

In view of the accumulated losses the Directors regret their inability to recommendany dividend for the year under consideration. No appropriations are proposed to be madefor 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 HighCourt's order for payment to workmen as per Supreme Court Order of 25.02.2015.

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. However the Company was not in position to file E-Form DPT-3 since theBooks of Accounts reflected various unclaimed security deposits and advances fromcustomers which have remained outstanding since the records of such parties are notavailable with the Company and the same have been carried forward since many years. TheCompany is seeking a legal opinion in this matter of compliance of Deposit Rules underCompanies Act 2013.

10. STATUTORY AUDITORS:

The Members of the Company had at the 66th Annual General Meeting (AGM) held on 28thSeptember 2017 approved the appointment M/s. S. M. Bhingarde & Co CharteredAccountants [ICAI Registration Number 101418W] as Statutory Auditors of the Company for aterm of 5 years from the conclusion of the 66th AGM until the conclusion of 71st AGM heldthereafter.

Vide dated May 7 2018 issued by Ministry of Corporate Affairs the requirement ofseeking of appointment of Statutory Auditors by Members at each AGM has been done awaywith.

Accordingly no such item has been considered in Notice of the 68th AGM.

As required under Section 139 of Companies Act 2013 the Company has obtained awritten consent from the Statutory Auditors to their continued appointment and also aCertificate from them to the effect that their existing appointment is in accordance withthe conditions prescribed under the Companies Act 2013 and the rules made thereunder.

11. INTERNAL AUDITORS:

Your Directors report that the Company was required to appoint an Internal Auditor asper Section 138 of Companies Act 2013; however it has yet not been able to find the saidAuditor to meet their requirements. The Company is still under the process of recruitingthe same.

12. SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report has been issued by CS Abbas Lakdawalla Practicing CompanySecretary after examining the registers records books and accounts for the year ended31st March 2019. 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 138 of the Companies Act 2013 Company has failed toappoint Internal Auditor in the Company.

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

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

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

(e) The Company has pending case in the matter of Labour case as directed by the Hon.Supreme Court.

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

(g) Company has failed to publish its quarterly financial results in newspapersincluding various other requirements as required under Listing Regulations.

(h) Company's Script remains to be suspended from BSE.

(i) Company has been arrears for Listing fees with Bombay Stock Exchange Delhi StockExchange and Kolkata Stock Exchange including defaults in filing of reports.

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

Your Directors report that due to Financial losses the Company was unable to complywith all the above Compliances. However the Board of Directors have spared no efforts andhave complied with major requirments in the given constraint circumstances.

13. WEBSITE POSTING:

As per the various Sections of the Companies Act 2013 the SEBI (LODR) Regulations2015 and Secretarial Standard 2 the Company is required to post various policies on thewebsite of the Company. Your Directors report that the Company has posted followingpolicies on the website:

• Code of Conduct

• Policy on Related Party

• Risk Management Policy

• Terms & Conditions of Independent Director

• Whistle Blower Policy

Website: http://www.mmclimited.net/

14. 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 notes to FinancialStatements with Balance Sheet and Profit and Loss Statement.

15. SHARE CAPITAL:

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

16. EXTRACTS OF THE ANNUAL RETURN:

The Annual Return for the FY 2017-18 of the Company has been placed on the website ofthe Company. The Extract of the Annual Return for the FY 2018-19 forms a part of thisReport as Annexure II.

17. 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/-.

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

During the year under review the Company has appointed the following Key ManagerialPersonnels:

• Mr. Ashok Joshi as the Manager of the Company w.e.f. 1st June 2019;

• Mr. R. Krishnaswamy as the Chief Financial Officer of the Company w.e.f. 1stJune 2019 and

• Ms. Nidhi Shukla as the Whole Time Company Secretary of the Company w.e.f. 11thJune 2019.

19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

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

• 25th May 2018;

• 3rd August 2018

• 20th August 2018;

• 26th October 2018;

• 8th February 2019.

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

20. 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.

21. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary Declaration from both the Independent Directorsunder Section 149 (7) of the Companies Act 2013 that they meet the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013.

22. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

The Company has received Certificate of Non-Disqualification of Directors pursuant toRegulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The said Certificate forms a part of thisReport as Annexure III.

23. ANNUAL BOARD EVALUATION:

According to Regulation of 25(3) of the SEBI (LODR) Regulations 2015 and Circularissued by SEBI on Guidance Note on Board Evaluation dated 5th January 2017 a Meeting ofthe Independent Directors was held on 8th February 2019 to evaluate the performance of theBoard.

Your Directors report that the Independent Directors evaluated the performance of thesenior executives during the year under review.

24. SECRETARIAL STANDARDS:

The Company has adopted all the Secretarial Standards issued by Institute of CompanySecretaries of India (ICSI) and accordingly has complied with all the SecretarialStandards subject to disqualification as per Secretarial Auditor.

25. RE-APPOINTMENT OF DIRECTORS:

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

25. COMMITTEES OF BOARD:

NAME OF COMMITEE COMPOSITION HIGHLIGHTS OF DUTIES RESPONSIBILITIES AND ACTIVITIES
Audit Committee Mr. Sampat Borate 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.
(Chairman and Independent Director)
Mr. Abbas Lakdawalla
(Non-Independent Director)
Ms. Hetal Parmar 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 Auditors of the Company.
(Independent Woman Director)
Nomination and Remuneration Committee Mr. Abbas Lakdawalla Since there are no Executive Directors hence the Committee has a limited role to play. However the Committee meets and explores the option of appointing the Key Managerial Personnel as required u/s 203 of Companies Act 2013.
(Chairman and Non- Independent Director)
Mr. Sampat Borate
(Independent Director)
Ms. Hetal Parmar
(Independent Woman Director)
Stakeholders Commitee Mr. Sampat Borate To approve the transfer and transmission of shares of the Company and approve the issue of the duplicate share certificate.
(Chairman and Independent Director)
Mr. Abbas Lakdawalla To review the Investor Complaints and to consider and resolve the grievances of shareholders of the company.
(Non-Independent Director)
Ms. Hetal Parmar
(Independent Woman Director) To oversee the working of the Registrar and Share Transfer Agents as appointed by the Company.

26. 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

Unit No. 49 Bldg No.13-A-B 2nd Floor Samhita Commercial Co-Op. Soc. Ltd. OffAndheri Kurla Road MTNL Lane Sakinaka Mumbai - 400 072. Ph: No. 022 28520461/462. Fax:022 28511809. Website:www. satellitecorporate.com email : service@satellitecorporate.com

27. INTERNAL CONTROL SYSTEMS

The Company has adopted adequate Internal Financial Control System to ensure compliancewith policies and procedures. The internal financial controls within the Company arecommensurate with the size scale and complexity of its operations.

29. 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.

30. 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.

31. 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.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year the Company has entered into Related Party Transactions under Section188 of the Companies Act 2013. The said transactions entered into by the Company are inOrdinary Course of Business and on Arm's Length Basis. The disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2forms a part of this Report as Annexure IV.

Further the details of the transactions with Related Party are provided in theCompany's financial statements in accordance with the Accounting Standards.

33. MANAGERIAL REMUNERATION:

During the period the Company has not paid any remuneration to the Non-ExecutiveDirectors.

34. 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.

35. 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.

36. 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

37. 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 such accounting policies and applied them consistently and 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 on a going concern basis; and

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

38. 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: 4th September 2019 CHAIRMAN
DIN: 06929702