To
The Members,
MACKINNON MACKENZIE AND CO LIMITED
Your directors present the 72nd Annual Report on the business and operations of the
Company with the Audited Accounts for the year ended 31st March 2023.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:
Particulars |
For the Year Ended 31.03.2023 |
For the Year Ended 31.03.2022 |
|
(Rupees in Lacs) |
(Rupees in Lacs) |
| Sales & other Income |
52.35 |
43.83 |
| Total Expense |
209.45 |
87.92 |
| Profit / (Loss) before Depreciation, Interest & Tax |
(157.10) |
(44.09) |
Less: Depreciation |
0.79 |
0.83 |
| Interest |
0.15 |
0.17 |
| Profit/(loss) before Taxation |
(158.04) |
(45.09) |
| Less: Provision for taxation |
|
|
| - Current Tax |
-- |
-- |
- Deferred Tax |
-- |
-- |
| - Current Adjustments for Earlier year |
-- |
-- |
| Tax Profit/(loss) after |
(158.04) |
(45.09) |
Note: The Company Operates in one segment, hence no separate reporting is given.
2. DIVIDEND:
In view of the accumulated losses and after considering holistically the relevant
circumstances, the Directors regret their inability to recommend any dividend for the year
under consideration. No appropriations are proposed to be made for the year under
consideration.
3. RESERVES:
The Board of Directors of your company has decided not to transfer any amount to the
Reserves for the year under review. Hence no transfer has been made to Reserves.
4. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF THE
COMPANYS 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 COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
The Supreme Court of India has passed an Order on 23rd August 2022 directing the
respondents (Mackinnon Mackenzie and Co Limited) to dispose of the two Flats at Hill Park
Malabar Hills, Mumbai and deposit Rs. 30 crores out of the Sale Proceeds in the Court
Registry within 3months from the date of the said order. Once the amount of Rs. 30 crores
is deposited in the Court Registry, which shall tantamount full discharge the Company and
all the Respondents as mentioned in the said Petition and shall be taken as full and final
settlement of all financial obligations which were determined by Supreme Court in their
final judgement Order passed on 25th February 2015.
The matter stands sub-judice till the date of this report.
7. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has no Subsidiary/Associate Company or any Joint venture for the period
under 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 year
under review. Further, as per the requirement of Notification dated 22nd January 2019 by
Ministry of Corporate Affairs, your Company is required to file requisite returns in Form
DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as
Deposits. The company has failed to filed Form DPT-3 for the Financial Year 2022-23.
10. STATUTORY AUDITOR:
In terms of provisions of Section 139 of the Act, M/s. Gupta Ravi & Associates,
Chartered Accountants (ICAI Registration Number 006970N) were appointed as Statutory
Auditors of the Company at the 71st Annual General Meeting (AGM) held on 30th September
2022, to hold office till the conclusion of 76thAGM of the Company.
11. INTERNAL AUDITORS:
The Board of Directors of the Company has appointed M/s. Sachin P. Mulgaonkar & Co.
(Firm Registration Number: 108945W) as Internal Auditor to conduct the Internal Audit of
the Company for the Financial Year 2022-23.
12. SECRETARIAL AUDITOR:
The Board of Directors of the Company have appointed M M/s. Abbas Lakdawalla &
Associates LLP Practicing Company Secretaries as the Secretarial Auditor to conduct the
Secretarial Audit of the Company for the Financial Year 2022-23.
13. SECRETARIAL AUDIT REPORT:
The Secretarial Audit Report has been issued by CS Vyoma Desai, Designated Partner of
M/s. Abbas Lakdawalla & Associates LLP Practicing Company Secretaries, Secretarial
Auditor of the company after examining the registers, records, books and accounts for the
year ended 31st March 2023. The Secretarial Audit Report forms a part of this Report as Annexure
I.
The said Report contains the following qualifications:
i) The Company has failed to Demat its Equity Shares.
ii) The Company has various cases pending under Foreign Exchange Management Act, 1999
which are pending for final orders.
iii) The Company has pending case in the matter of Labour case as directed by the Hon.
Supreme Court.
iv) As required under the Listing Regulations, the website of the company is not
updated with requisite policies.
v) The Company has failed to publish its Quarterly & Yearly financial results in
newspapers including various other requirements as required under Listing Regulations. vi)
The Company has failed to keep the website updated as per Regulation 46 and 62 of SEBI
(LODR), 2015.
vii) The Company has failed to comply with Regulation 34(2)(e) of SEBI (LODR), 2015.
viii) The Companys Script remains to be suspended from BSE.
ix) The Company is in arrears for listing fees with Bombay Stock Exchange, Delhi Stock
Exchange and Kolkata Stock Exchange including defaults in filing of reports.
x) The Company has not formulated the following policies:
a. Policy for determining material subsidiary company b. Dividend Distribution Policy
c. Programme for familiarization of Independent Director
d. Appointment and remuneration to Directors and KMPs
xi) The Company has erroneously debited the Salary Account instead of Conveyance while
making reimbursement payments to Dipali Joshi – Non-Executive Non-Independent
Director.
xii) The Company has paid Sitting Fees to Nandkishor Joshi – Non-Executive
Independent Director on differential basis which was nor recommended or approved by the
Committee or the Board of Directors during the period under review.
xiii) The Company has failed to comply with Regulation 47 of SEBI (LODR), 2015.
Your Directors on point no (xi) report that the same has been rectified in the current
financial year and for point no (xii) above the same has been ratified in the current
year.
Further, we also report that due to Financial losses, the Company was unable to comply
with all the above Compliances.
However, the Board of Directors have spared no efforts and have complied with major
requirments in the given constraint circumstances.
14. STATUTORY AUDITORS REPORT:
With reference to the comments/qualifications contained in Auditors Report, the
position has been explained in the
Notes to the Financial Statements are self-explanatory.
Your Directors report that due to Financial losses, the Company was unable to comply
with all the Compliances.
However, the Board of Directors have spared no efforts and have complied with major
requirments in the given constraint circumstances.
15. INTERNAL CONTROL SYSTEMS:
The Company has adopted adequate Internal Financial Control System to ensure compliance
with policies and procedures. The Internal financial controls within the Company are
commensurate with the size, scale and complexity of its operations.
16. WEBSITE POSTING:
As per the various Sections of the Companies Act, 2013, the SEBI (LODR) Regulations,
2015 and Secretarial Standard – 2, the Company is required to post various policies
on the website 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.in/
As mandated in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
and SEBI (Prohibition of Insider Trading) Regulations 2015, company is in process of
vetting Archival Policy and Events and Information about Materiality Policy.
17. SHARE CAPITAL:
During the year under review, the Authorised and Paid-up Capital of your Company has
remained unchanged.
18. ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013, the Annual
Return for the FY 2022-23 is uploaded on the Companys website and can be accessed at
https://www.mmclimited.in/
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The Company does not have activities related to conservation of energy and technology
absorption. During the year foreign exchange out go was Nil. The foreign exchange earned
during the year was Rs. 5,32,000/-.
20. BOARD OF DIRECTORS AND CHANGES IN DIRECTORATE:
The Companys Board of Directors consists of the following:
DIN |
Full Name |
Designation |
| 00037416 |
Abbas Saifuddin Lakdawalla |
Non-Executive Non-Independent Director |
| 01186794 |
Jimmy Naval Guzdar |
Non-Executive Independent Director |
| 09324612 |
Nandkishor Yashwant Joshi |
Non-Executive Independent Director |
09561518 |
Dipali Divyul Joshi |
Non-Executive Non-Independent (Women) Director |
• Dipali Divyul Joshi was appointed as an Additional Director of the Company wef
22nd April 2022;
• Nandkishor Joshi was designated as a Non-Executive Independent Director of the
Company wef 22nd July 2022;
• Dipali Divyul Joshi was designated as a Non-Executive Non-Independent (Women)
Director of the Company wef 22nd July 2022;
• Jimmy Naval Guzdar was appointed as an Additional Director of the Company wef
29th August 2022;
• Sampat Borate retired from the Directorship on 30th September 2022;
• Jimmy Naval Guzdar was designated as a Non-Executive Independent Director of the
Company wef 30th September 2022.
The Non-Executive Independent Directors are not liable to retire by rotation whereas
the Non-Executive Non-Independent Directors liable to retire rotation.
21. COMMITTEES OF BOARD:
As on March 31, 2023, the Board had 3 committees: the Audit Committee (AC), the
Nomination and Remuneration Committee (NRC), and the Stakeholders Relationship Committee
(SRC). Constitution and details of such Committees are given in Corporate Governance
Report which forms part of this report.
22. KEY MANAGERIAL PERSONNEL (KMP):
The followings are the Key Managerial Personnel (KMP)as on 31st March 2023:
Mr. R. Krishnaswamy is the Chief Financial Officer (CFO)
• Mr. Ashok Joshi is the Manger
CS Rahima Shaikh is the Company Secretary and Compliance Officer of the Company.
However, she has resigned on 25th July 2023.
23. RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT
In accordance with the provisions of Section 152 of the Companies Act, 2013, Dipali
Divyul Joshi, Non-Executive
Non-Independent (Woman) Director having DIN: 09561518 will retire by rotation and being
eligible, offers herself for re-appointment. In view of her considerable skills and
experience, your Directors recommend her re-appointment as Non-Executive Non-Independent
(Woman) Director of the Company in the ensuing Annual General Meeting of the Company.
24. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the Financial Year under review, Six (6) Board Meetings were convened and held
as follows:
• 30th May 2022
• 25th July 2022
• 29th August 2022
• 30th September 2022
• 14th November 2022
• 10th February 2023
Further, pursuant to section 173 of Companies Act 2013, there was no gap of more than
120 days between any of the meeting.
25. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The policy is to have an appropriate mix of Executive and Independent Directors to
maintain the Independence of the Board and separate its functions of governance and
management. However, currently the Company does not have any Executive Directors on the
Board as the Company is exempted from Regulation 17 of SEBI (LODR) Regulations 2015. The
Policy on Independent Directors and Code of Conduct has been disclosed on the website of
the Company. Whereas the Company is in process of adopting such policy for all the
Directors including Non-Executive Directors of the Company.
Hence, the Board periodically evaluates the need for changes in its composition and
size as per the requirements of various Sections of the Companies Act, 2013.
26. REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:
Disclosure of Remuneration paid directors and Key Managerial Personnel are as per notes
to accounts and are as follows:
Sr. No. |
Name of the Director / KMP |
Designation |
Amount in Rupees |
| 1. |
* CS Rahima Shaikh |
Company Secretary |
4,20,000 |
| 2. |
Ashok Joshi |
Manager |
3,34,000 |
| 3. |
R. Krishnaswamy |
CFO |
4,26,000 |
* CS Rahima Shaikh has resigned on 25th July 2023.
Company is having two Non-Executive, Independent Directors and two Non-Executive,
Non-Independent Director at their Board, hence remuneration is not payable to them
excluding sitting fees. However, currently the Company does not have any Executive
Directors as the Company is exempted from Regulation 17 of SEBI (LODR) Regulations 2015.
27. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has, inter alia, received the following declarations from all the
Independent Directors confirming that:
• they meet the criteria of independence as prescribed under the provisions of the
Act, read with the Rules made thereunder and Listing Regulations. There has been no change
in the circumstances affecting their status as
Independent Directors of the Company;
• they have complied with the Code for Independent Directors prescribed under
Schedule IV to the Act; and • they have registered themselves with the Independent
Directors Database maintained by the Indian Institute of
Corporate Affairs.
In the opinion of the Board, all Independent Directors possess requisite
qualifications,experience, expertise and hold high standards of integrity required to
discharge their duties with an objective independent judgment and without any external
influence.
28. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:
The Company has received a Certificate of Non-Disqualification of Directors pursuant to
Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The said Certificate forms a part of this
Report as Annexure II.
29. ANNUAL BOARD EVALUATION:
According to Regulation of 25 (3) of the SEBI (LODR) Regulations, 2015 and Circular
issued by SEBI on Guidance Note on Board Evaluation dated 5th January 2017, a Meeting of
the Independent Directors is required to be held once in every Financial Year to evaluate
the performance of the Non Independent Directors and Board as a whole. The said meeting
was held 24th March 2023.
30. SECRETARIAL STANDARDS:
The Company has adopted all the applicable Secretarial Standards issued by Institute of
Company Secretaries of India (ICSI) and accordingly has complied with them, subject to
disqualification as per SecretarialAuditor.
The Company has generally complied with the applicable provisions of Secretarial
Standard on Meetings of Board of Directors (SS-1) and Secretarial Standard on General
Meetings (SS-2), respectively issued by ICSI.
31. REGISTRAR AND SHARE TRANSFER AGENT (RTA):
The Company has appointed Satellite Corporate Services Private Limited as its Registrar
and Share Transfer Agents. Shareholders are advised to approach it on the following
address for any shares related queries and issues:
Satellite Corporate Services Private Limited:
Office No. A/106-107, Dattani Plaza, East West Compound, Andheri Kurla Road, Safed
Pool, Sakinaka, MUMBAI-400072.
(New Address)
Ph: No. 022 28520461/462 Fax: 022 28511809
Website:www.satellitecorporate.com email : service@satellitecorporate.com
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
There are no women employees in the Company during the year under review, hence no
33. VIGIL MECHANISM:
The Company has a competent vigil mechanism for monitoring any unethical behaviour,
actual or suspected fraud or violation of the Companys code of conduct or ethics policy.
Vigil mechanism has been established for Directors and employees to report genuine
concerns. The vigil mechanism provides for adequate safeguards against victimization of
person 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 made
Investments 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 entered into Related Party Transactions (RPTs) of the
Company as approved by Board and Audit Committee and further approved by the Shareholders
of the Company in the Extra Ordinary General Meeting held on 22nd August 2022 as the
Related Party Transactions exceeds the limits prescribed under Rule 15 of Chapter XII of
Companies (Meetings of Board and its Powers) Rules, 2014. The details of the same is
mentioned in AOC-2 as ANNEXURE III to this report.
36. MANAGERIAL REMUNERATION:
During the period, the Company has not paid any remuneration to the Non-Executive
Directors excluding sitting fees.
37. PARTICULARS OF EMPLOYEES:
The Company has no Employee drawing remuneration exceeding the limits laid down under
the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
38. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
In view of the carry forward losses, the criteria prescribed for the Corporate Social
Responsibility under Section 135 of the Companies Act, 2013 is not applicable to the
Company.
39. CORPORATE GOVERNANCE REPORT:
As the Paid-up Capital and Turnover of the Company is less than the prescribed limit
mentioned in Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, Regulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of
Regulation 46 is not Applicable to the Company, hence Corporate Governance Certificate is
not applicable to the Company. But Regulation 34 (3) is applicable to the company so the
Corporate Governance Report mandatory to all listed entities is annexed in ANNEXURE IV.
40. MINIMUM PUBLIC SHAREHOLDING:
The Company has complied with Regulation 38 of the SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015 i.e. 25% of the minimum public shareholding as
specified in rules 19(2) and 19A of the Securities Contracts (Regulation) Rules, 1957 all
times.
41. BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities, the Business Risk
is at the Minimal Level. Hence, no major risk factors are envisaged except for: a.
Government Policies b. Human Resource Risk
42. DISCLOSURE RELATING TO ANY PENDING PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY
CODE 2016 ("IBC"):
During the year, there are no proceedings under The Insolvency and Bankruptcy Code,
2016, hence the status of reporting of such proceedings is not applicable.
43. ONE TIME SETTLEMENT (OTS):
During the year, there were no such transactions regarding which the details of
difference between amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the
reasons thereof were required to be reported.
44. SUSPENSION OF TRADING (REASONS):
During the year under review and until the date of Report, the Equity Shares of your
Company remains suspended from trading on Bombay Stock Exchange as there was
Non-Compliance in Intimation of Reduction of Shares from the year 2004.
45. DIRECTORS RESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that—(a) in the preparation of
the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures; if any.
(b) they have, in selection of the accounting policies, consulted the Statutory
Auditors and these have been applied consistently and reasonable and prudent judgements
and estimates have been made so as to give true and fair view of the Statement of Affairs
of the Company as at the March 31, 2022 and of the profit of the Company for the year
ended on that date;
(c) proper and sufficientcare for the maintenance of adequate accounting of the
Companies Act 2013 for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities; (d) the annual accounts have been prepared on a
going concern basis; and (e) they have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
46. ACKNOWLEDGEMENTS:
An acknowledgement to all with whose help, cooperation and hard work, the Company is
able to sustain itself.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
|
NANDKISHOR JOSHI |
Place: Mumbai |
CHAIRMAN |
Dated: 04th September 2023 |
DIN: 09324612 |
+91-9892691696
