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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 have pleasure in presenting the 67th Annual Report on the business andoperations of the Company with the Audited Accounts for the year ended 31st March 2018.

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

Particulars For the Year For the Year
Ended 31.03.2018 Ended 31.03.2017
(Rupees in Lakhs) (Rupees in Lakhs)
Sales & other Income 47.49 34.14
Total Expense 61.47 (93.32)
Profit / (Loss) before Depreciation Interest & (13.98) (59.18)
Tax
Less: Depreciation 1.39 1.67
Interest 0.04 0.55
Profit/(loss) before Taxation (15.41) (61.40)
Less: Provision for taxation
- Current Tax -- --
- Deferred Tax -- --
- Current Adjustments for Earlier year 2.79 --
Profit/(loss) after Tax (18.20) (61.40)
Balance b/f from previous year (83690.55) (83629.15)
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 THE COMPANY'SAFFAIR:

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 COURTS ORTRIBUNALS 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. In this reference Court decreed thatthe withdrawal would be permitted after three months from date of order dtd. 18th November2016.

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:

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 notification dated May 7 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of Statutory Auditors by Members ateach AGM has been done away with. Accordingly no such item has been considered in Noticeof the 67th 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:

The Company was required to appoint an Internal Auditor as per Section 138 of CompaniesAct 2013; however it has yet not been able to find the Auditor to meet theirrequirements. The Company is still under the process of recruiting the same.

12. 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 2018. 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 submitted compliance report as directed by the Hon. Supreme Court. TheUnion has filed an application for contesting the compliance report and this is pending.

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

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

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

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

(k) 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 to appoint Key Managerial Personnel once suitable and if any willing candidateagree to join the Company. However the Board of Directors have spared no efforts and haveComplied 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 following policies 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 Item 25 of notes toFinancial Statements 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 Extract of the Annual Return in prescribed Form MGT-9 is annexed hereto as AnnexureII and forms part of this Report.

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:

• Ms. Hetal Parmar (DIN: 07723298) was appointed on 26th May 2017 as an AdditionalDirector and on being eligible was regularized as an Independent Women Director on theSpecial Resolution passed in the 66th Annual General Meeting of the Company on 28thSeptember 2017.

• Mrs. Anuja Paranjape Women Director of the Company resigned w.e.f. 26th May2017. The Board in the previous Annual General Meeting (AGM) i.e. 66th AGM placed onrecord their appreciation for the services rendered by Mrs. Anuja Paranjape during hertenure with the Company.

The Company has failed to appoint Key Managerial Personnel (KMP) however it has yetnot been able to find the candidature to meet their requirements. The Company is stillunder the process of recruiting the same.

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.

19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

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

• 26th May 2017;

• 28th July 2017 (which was Adjourned and reconveyed on 11th August 2017);

• 23rd August 2017;

• 27th October 2017 (which was Adjourned and reconveyed on 13th November 2017 andthereafter was again Adjourned and reconveyed on 14th December 2017) and

• 30th January 2018.

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 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.

22. 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 March 2018 to evaluate the performance of theBoard including the Chairman.

Your Directors report that the current Board of Directors of your Company consists ofIndependent Directors only and accordingly evaluated the performance of IndependentDirectors during the year and the senior executive of the Company.

23. SECRETARIAL STANDARDS:

The Company has adopted all three the Secretarial Standards i.e. SS-1 SS-2 and SS-3issued by Institute of Company Secretaries of India (ICSI) and accordingly has compliedwith all the Secretarial Standards subject to disqualifications as mentioned bySecretarial Auditors.

24. RE-APPOINTMENT OF DIRECTORS:

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

25. COMMITTEES OF BOARD:

NAME OF COMMITEE COMPOSITION HIGHLIGHTS OF DUTIES RESPONSIBILITIES AND ACTIVITIES
Audit Committee Mr. Sampat Borate (Independent Director) Mr. Abbas Lakdawalla (Independent Director) *Ms. Hetal Parmar (Independent Women Director)

**Mrs. Anuja Paranjpe (Independent Women 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.

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.

Nomination and Remuneration Committee Mr. Sampat Borate (Independent Director) Mr. Abbas Lakdawalla (Independent Director) *Ms. Hetal Parmar (Independent Women Director) 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.
**Mrs. Anuja Paranjpe (Independent Women Director)
Stakeholders Commitee Mr. Sampat Borate (Independent Director) Mr. Abbas Lakdawalla (Independent Director) *Ms. Hetal Parmar (Independent Women Director)

**Mrs. Anuja Paranjpe (Independent Women Director)

To approve the transfer and transmission of shares of the Company and approve the issue of the duplicate share certificate.

To review the Investor Complaints and to consider and resolve the grievances of shareholders of the company.

To oversee the working of the Registrar and Share Transfer Agents as appointed by the Company.

* Ms. Hetal Parmar was appointed with effect from 26th May 2017 as an AdditionalDirector and accordingly was regularized as an Independent Women Director in the 66thAnnual General Meeting of the Company.

** Mrs. Anuja Paranjpe Independent Women Director has resigned w.e.f. 26th May 2017.

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.

28. 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.

29. 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.

30. 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 Act 2013.

31. 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.

32. MANAGERIAL REMUNERATION:

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

33. 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.

34. 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.

35. 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

36. 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.

37. 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: 20th August 2018 CHAIRMAN
DIN:06929702