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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
NSE 05:30 | 01 Jan Mackinnon Mackenzie & Company Ltd

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

Company director report

To

The Members

Mackinnon Mackenzie and Co. Limited

Your Directors present the 70th Annual Report on the business and operations of theCompany with the Audited Accounts for the year ended 31st March 2021.

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

Particulars For the Year Ended 31.03.2021 (Rupees in Lakhs) For the Year Ended 31.03.2020 (Rupees in Lakhs)
Sales & other Income 25.60 32.94
Total Expense 61.15 62.98
Profit / (Loss) before Depreciation Interest & Tax (35.55) (30.04)
Less: Depreciation (103) 1.18
Interest (0.10) (1.11)
Profit/(loss) before Taxation (36.68) (31.26)
Less: Provision for taxation
- Current Tax - -
- Deferred Tax - -
- Current Adjustments for Earlier year - -
Profit/(loss) after Tax (36.68) (31.26)
Balance b/f from previous year (83621.11) (83589.85)
Amount available for Appropriation - -
Appropriations: - -
Transfer to General Reserve - -
Balance c/f to Balance sheet (83657.99) (83621.11)

Note: The Company Operates in one segment hence no separate reporting is given.

2. COVID-19:

During the first Quarter of the Financial Year 2020-21 we saw global spread ofCOVID-19. The Government of India also announced lockdown on 22nd March 2020. The lockdownhave driven professional and social life out of the physical world and into the virtualrealm.

After the year ended there was again Lockdown in our country w.e.f 6th April 2021 Foryour Company safety of employees has been of utmost importance and highest priority andtherefore the Company adopted a "Work from Home" policy for its employees andleveraged various technology tools to advantage of your Company and in due course therestrictions were uplifted by the Government in tranches.

Your Company is following the directives of the local authorities with completeadherence to safety precautions as prescribed by them from time to time.

3. DIVIDEND:

In view of the accumulated losses and after considering holistically the relevantcircumstances the Directors regret their inability to recommend any dividend for the yearunder consideration. No appropriations are proposed to be made for the year underconsideration.

4. RESERVES:

The Board of Directors of your company has decided not to transfer any amount to theReserves for the year under review. Hence no transfer has been made to Reserves.

5. 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.

6. CHANGE IN NATURE OF BUSINESS IF ANY:

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

7. 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 MM Employees Union had filed a petition for withdrawalof the amount which the Company had deposited in 1996 as per Bombay High Court's order forpayment to workmen. The amount has since been withdrawn by the employees union as percourt order.

8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

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

9. INVESTMENT IN JOINT VENTURE:

Your Company has not made any Investment in Joint Venture.

10. DEPOSITS:

Your Company has not accepted Deposits from the public or its employees during the yearunder review. Further as per the requirement of Notification dated 22nd January 2019 byMinistry of Corporate Affairs your Company is required to file requisite returns in FormDPT-3 for outstanding receipt of money/loan by the Company which is not considered asDeposits. The Company has filed DPT-3 for the FY 2020-21 on 31st August 2021.

11. STATUTORY AUDITORS:

The Members of the Company had at the 66th Annual General Meeting (AGM) held on 28thSeptember 2017 approved the appointment of 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.Accordingly they continue to hold the office of Statutory Auditor for the FY 2020-21.

12. INTERNAL AUDITORS:

The Board of Directors of the Company has appointed M/s. Sachin P Mulgaokar & Co.(Firm Registration Number: 108945W) as an Internal Auditor to conduct the Internal Auditof the Company for the Financial Year ended 31st March 2021.

13. SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report is issued by CS Vyoma Desai Practicing Company Secretaryafter examining the registers records books and accounts for the year ended 31st March2021. The Secretarial Audit Report forms a part of this Report as Annexure I.

The said Report contains the following qualifications:

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

(b) The Company has failed to demat its Equity Shares.

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

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

(e) As required under the Listing Regulations the website of Company not updated withrequisite policy as mandated in LODR.

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

(g) The Company has failed to publish its Board Notice in Newspapers including variousother requirements as required under Listing Regulations.

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

(i) The Company is in arrears for listing fees with Bombay Stock Exchange Delhi StockExchange and Kolkata Stock Exchange including defaults in filing of reports.

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 and have complied with majorrequirments in the given constraint circumstances.

14. 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/

As mandated in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and SEBI (Prohibition of Insider Trading) Regulations 2015 company is in process ofvetting Archival Policy Events and Information about Materiality Policy Insider TradingRegulations Policy Updated RPT Policy and Unpublished Price Sensitive Information Policy.

15. AUDITORS' REPORT:

With reference to the comments contained in Auditors' Report the position has beenexplained in the Notes to the Financial Statements which 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. The qualification Remarksmentioned in Financials were discussed by Board of Directors and they decided to work onit in timely manner.

16. SHARE CAPITAL:

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

17. EXTRACTS OF THE ANNUAL RETURN:

The Requirement of attaching Extract of Annual Return i.e. Form MGT.9 has been omittedwith the vide MCA Notification dated 5th March 2021 henceforth a copy of Annual Returnshall be filed with Registrar within 60 days of end of Annual General Meeting and the sameshall be posted on the website of the Company.

18. 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 also NIL.

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

During the year under review there are following changes:

• In accordance with the provisions of Section 152 of the Companies Act 2013 Mr.Abbas Lakdawalla (DIN: - 00037416) will retire by rotation and being eligible offershimself for re-appointment. In view of his considerable skills and experience yourDirectors recommend his re-appointment as Director of the Company in the ensuing AnnualGeneral Meeting of the Company.

20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the Financial Year ended 31st March 2021 Seven (7) Board Meetings were convenedand held as follows:

• 30th June 2020.

• 31st July 2020 adjourned for Audited Financial Results for the Year ended 31stMarch 2020 and reconvened on 24th August 2020.

• 15th September 2020

• 12th November 2020

• 4th December 2020

• 5th February 2021

• 10th March 2021

Due to Covid-19 Pandemic MCA through its vide Notification dated 24th March 2020 hasextended the mandatory requirement of holding Board Meeting of Companies by a period of 60days till next two quarter i.e. September 2020. Thus the intervening gap between theMeetings was within the period prescribed.

21. 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 as theCompany is exempted from Regulation 17 of SEBI (LODR) Regulations 2015. The Policy hasbeen disclosed on the website of the Company.

Hence the Board periodically evaluates the need for changes in its composition andsize as per the requirements of various Sections of the Companies Act 2013.

22. REMUNERATION TO DIRECTORS AND EMPLOYEES OF THE COMPANY:

Disclosure of Remuneration to Directors and Key Managerial Personnel:

Sr. No. Name of the Director / KMP Designation Amount
1. CS Nidhi Shukla Company Secretary 30000 p.m. (from 1st April 2020 to 5th March 2021
2. CS Rahima Shaikh Company Secretary 35000 p.m. w.e.f 10th March 2021
3. Ashok Joshi Manager 240000 p.a.
4. R. Krishnaswamy Chief Financial Officer 480000 p.a.

Company is having two Non Executive Independent Directors and one Non-Executive NonIndependent Director on their Board hence remuneration is not payable to them. Howevercurrently the Company does not have any Executive Directors as the Company is exemptedfrom Regulation 17 of SEBI (LODR) Regulations 2015.

23. 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 and also they haveabide with the Code of Independent Directors prescribed in Schedule IV of the CompaniesAct 2013.

24. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

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

25. ANNUAL BOARD EVALUATION:

The Board has carried out an annual performance evaluation of its own performance andof the Directors individually as well as the evaluation of all the Committees i.e. AuditNomination and Remuneration Committee and Stakeholders Relationship Committee.

The Board adopted a formal evaluation mechanism for evaluating its performance and aswell as that of its Committees and individual Directors including the Chairman of theBoard the exercise was carried out by feedback survey from each directors covering Boardfunctioning such as composition of Board and its Committees experience and competenciesgovernance issues etc. Separate Exercise was carried out to evaluate the performance ofDirectors including the Chairman of the Board who were evaluated on parameters such asattendance contribution at the Meeting etc. According to Regulation of 25(3) of the SEBI(LODR) Regulations 2015 and Circular issued by SEBI on Guidance Note on Board Evaluationdated 5th January 2017 a Meeting of the Independent Directors was held on 5th February2021 to evaluate the performance of the Board.

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

26. SECRETARIAL STANDARDS:

The Company has adopted all the applicable Secretarial Standards issued by Institute ofCompany Secretaries of India (ICSI) and accordingly has complied with them subject todisqualification as per Secretarial Auditor.

27. BOARD 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.

28. COMMITTEES OF BOARD:

NAME OF COMMITEE NUMBER OF MEETINGS HELD DURING THE FY: 2020-21 COMPOSITION HIGHLIGHTS OF DUTIES RESPONSIBILITIES AND ACTIVITIES
Audit Committee During the year six Audit Committee Meetings were held: 1) 30th June 2020. 2) 31st July 2020 adjourned for Audited Financial Results for the Year ended 31st March 2020 and reconvened on 24th August 2020. 3) 15th September 2020 4) 12th November 2020 5) 4th December 2020 6) 5th February 2021 Mr. Sampat Borate (Chairman and Nonexecutive Independent Director) Mr. Abbas Lakdawalla (Member and Non- ExecutiveNon- Independent Director) Ms. Hetal Parmar (Member and NonExecutive Independent Woman 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 (NRC) During the year two NRC Meetings were held and they are as follows: 1) 31st July 2020 2) 10th March 2021 Ms. Hetal Parmar (Chairperson and NonExecutive Independent Woman Director) Mr. Abbas Lakdawalla (Member and Non- ExecuitveNon- Independent Director) Mr. Sampat Borate (Member and NonExecutive Independent Director) Since there are no Executive Directors hence the Committee has a limited role to play. However the Committee meets and recommends to the Board for the appointment re-appointment and changes or modifications in the terms of Directors and Key Managerial Personnel's.
Stakeholders Relationship Committee (SRC) During the year one SRC Meeting was held on 5th February 2021 During the year one SRC Meeting was held on 5th February 2021 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.

29. 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 PrivateLimited

Office No. : A/106 & 107 Dattani Plaza East West Compound Andheri Kurla RoadSakinaka Mumbai - 400 072. Phone No. : 022-28520461/462 Fax: 022 28511809.Website:www.satellitecorporate.com email : service@satellitecorporate. com

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Company is of the Opinion that any Investing decision taken requires understandingof Core Business of the Organization and its purpose. This gives a close view of theBusiness Segments and products operated by the Company and also to understand itsRisk-Return Profile. It is Obvious that without knowing the underlying business productand structure one will not be able to value the firm fairly. Also it is important topresent Management's Strategies plans and near term proposed actions to help investorsunderstand the trend and threats to business.

Since dynamic environment surrounding the business operations affects the businessfunctions and indirectly the financial performance barometers. To help better understandthe causes-effect relationship the management needs to provide extensive details on thekey performance drivers which in turn affect the strategy formulation and itsimplementation and hence requiring continuous monitoring. These drivers might offinancial or non- financial nature.

With the complete management and operation of the business in the hands of the Board ofDirectors the managements are well positioned to provide the insightful explanation forthe running trends resource utilization and forecasts. But the Management then highlightsthe following:

1) The Company was incorporated as a public limited company in Calcutta on 30th March1951. Under the Indian Companies Act VII of 1913. The Company became a private limitedcompany on 27th March 1956 by Virtue of an alteration made in its Articles ofAssociation. The Company's registered office was shifted from Calcutta to Bombay afterobtaining the permission of the Calcutta High Court by an Order dated 30th November 1966.The Company was once again converted into a public limited company pursuant to a SpecialResolution passed in the extra ordinary General Meeting held on 9th March 1976. TheCompany subsequently obtained a fresh certificate of change of name.

2) The company received the Certificate of Commencement of Business on 2nd April 1951.

3) Upon incorporation the Company took over the business of the partnership firm ofMackinnon Mackenzie & Co Ltd. which had been in existence in India since the EighteenFifties. Due to severe recession in the Shipping Industry the Company was unable toservice the loans taken for acquisition of ships and hence cases were instituted by thelenders in Bombay High Court. The pending cases in the Bombay High Court have beendisposed off. The Company is not carrying out any operations except property owning andits Registered Office is located in the heritage present of Ballard Estate.

31. 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.

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

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

33. 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. No person has been denied access to Audit Committee.

34. 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.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year the Company has not entered into any Related Party Transactions underSection 188 of the Companies Act 2013.

36. MANAGERIAL REMUNERATION:

During the period the Company has not paid remuneration to the Non-Executive Director.

37. 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.

38. CORPORATE SOCIAL RESPONSIBILITY:

In view of the carry forward losses the criteria prescribed for the Corporate SocialResponsibility under Section 135 of the Companies Act 2013 is not applicable to theCompany.

39. MINIMUM PUBLIC SHAREHOLDING:

The Company has complied with Regulation 38 of the SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 i.e. 25% of the minimum public shareholding asspecified in rules 19(2) and 19A of the Securities Contracts (Regulation) Rules 1957 alltimes.

40. 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

41. SUSPENSION OF TRADING:

During the year under review and until the date of Report the Equity Shares of yourCompany were suspended from trading on Bombay Stock Exchange as there was Non Compliancein Intimation of Reduction of Shares in the year 2004.

42. 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.

43. ACKNOWLEDGEMENTS:

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

Place: Mumbai FOR AND ON BEHALF OF THE BOARD OF DIRECTORS SAMPAT BORATE
Dated: 4th September 2021 CHAIRMAN
DIN:06929702

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