TO THE MEMBERS
MAC CHARLES (INDIA) LIMITED
Your Directors have pleasure in presenting the 43rd Annual Report of the
Company together with the Audited Statement of Accounts for the year ended 31st
March 2023.
1. FINANCIAL SUMMARY/HIGHLIGHTS
The summarized standalone performance of the Company for the financial year 2022-23 and
2021-22 is given below:
|
|
(000) |
| PARTICULARS |
Financial Year ended 31-03-2023 |
Financial Year ended 31-03-2022 |
| Segmentwise Turnover/Revenue |
|
|
| (a) Sale of Electricity |
108.27 |
105.55 |
| (b) Office rentals |
3.62 |
114.22 |
| (c) Others |
1014.56 |
1153.94 |
| Total Revenue |
1126.45 |
1373.71 |
| Profit/(Loss) before Depreciation and Finance Cost & Tax |
997.10 |
1239.59 |
| Less : Depreciation |
19.13 |
26.36 |
| Less : Finance Cost |
325.30 |
59.58 |
| Profit/( Loss ) before tax |
652.67 |
1153.65 |
| Profit/(Loss) for the year |
589.75 |
1110.32 |
| Total Comprehensive Income/(Loss) |
588.52 |
1109.74 |
| Earnings per share - basic and diluted - Rs. |
45.02 |
84.75 |
2. CONSOLIDATED FINANCIAL
STATEMENTS:
In accordance with the provisions of Regulation 33 of the (SEBI Listing Obligations and
Disclosure Requirements) Regulations, 2015, and applicable provisions of the Companies
Act, 2013 read with the rules made thereunder, the Consolidated Financial Statements of
the Company for the financial year 2022-23 have been prepared in compliance with
applicable Accounting Standards and on the basis of audited financial statements of the
Company and its subsidiaries , as approved by the respective Board of Directors.
3. COMPANYS PERFORMANCE:
During the financial year 2022-23, the overall revenue of the Company was INR 1126.45
million against the previous years revenue of INR 1373.71 million, which includes revenue
from sale of electricity, office space rent and other income. The profit before tax for
the FY 202223 was INR 652.67 million registering profit of INR 1153.65 million for the FY
2021-22.
4. FUTURE PROSPECTS:
Your Company has diversified into the real estate & property development business
as per amended and approved Main Objects clause of the Memorandum of Association of the
Company. We has started the construction of a landmark commercial building at the
erstwhile site of the Le Meridien hotel to leverage the robust demand for Grade A office
space in Central Business District(CBD) Bangalore. This is expected to secure a better
return on capital employed & enhance the long-term interests of the shareholders.
5. DIVIDEND
During the year under review, the Board of Directors of your company, have not declared
any Dividend for the current financial year.
6. TRANSFER TO RESERVES
During the year under review, it has been proposed not to transfer any amount to
reserves.
7. HOLDING AND SUBSIDIARY COMPANIES
During the year under review, M/s. Embassy Property Developments Pvt. Ltd., continues
to be the Holding Company.
During the year, the Company has 3 wholly owned subsidiaries (WOS), namely, Mac Charles
Hub Projects Private Limited, Blue Lagoon Real Estate Private Limited and Neptune Real
Estate Private Limited, Bangalore which are Non-listed Indian subsidiaries.
A Statement containing the salient features of the financial statement of the WOS in
Form AOC-I (pursuant to first proviso to sub-section (3) of section 129 read with rule 5
of Companies (Accounts) Rules, 2014) is attached to this report.
8. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE
Report on Management Discussion & Analysis and Corporate Governance and Compliance
Certificate on Corporate Governance is annexed to this Report.
9. CORPORATE GOVERNANCE
A separate section on Corporate Governance standards followed by your Company, as
stipulated under Regulation 27 read with Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is annexed to this Report. The Report on
Corporate Governance also contains certain disclosures as required under the Companies
Act, 2013.
A Certificate from Mr. Umesh Maskeri, Practicing Company Secretary, regarding
compliance with the conditions of Corporate Governance, as stipulated under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is annexed to the Report.
10. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Securities and Exchange Board of India (‘SEBI), in May, 2021, introduced new
sustainability related reporting requirements to be reported in the specific format of
Business Responsibility and Sustainability Report (‘BRSR). Further, SEBI has
mandated top 1,000 listed companies, based on market capitalization, to submit BRSR with
effect from the financial year 2022-23. In compliance with the provisions of Regulation 34
of the Listing Regulations, Business Responsibility and Sustainability Report describing
initiatives taken from an environmental, social and governance perspective is attached to
this report.
11. MATERIAL CHANGES AND COMMITMENTS:
• The company had sold Embassy Tech Square (Alpha Building) on April 2022 for Rs
1120 Million.
• The company repaid balance HDFC Bank term loan Rs 490.20 Million.
• In July 2021, the Company had proposed to issue and allot up to 3,000
reedemable, rated, listed, secured, non-convertible debentures with nominal value of Rs.
1,000,000 each and to issue and allot up to 3,000 reedemable, rated, unlisted, secured,
non-convertible debentures with nominal value of Rs. 1,000,000 each, which was revised to
issue and allot up to 3,000 reedemable, rated, listed, secured, non-convertible debentures
with nominal value of Rs. 1,000,000 each and to issue and allot up to 500 reedemable,
rated, unlisted, secured, non-convertible debentures with nominal value of Rs. 1,000,000
each on 02 August 2022.
Further, as per SEBI circular no. SEBI/HO/DDHS/P/CIR/2022/00144 dated 28 October 2022
the face value of each debt security was reduced from Rs. 10,00,000 each to Rs. 100,000
each. Out of the above, Company had issued 1499 redeemable, rated, listed, secured,
non-convertible debentures and 250 redeemable, unrated, unlisted, secured, non convertible
debentures were issued untill 31 March 2023 and the Company has subsequently issued 5000
redeemable, rated, listed, secured, non-convertible debentures of Rs. 100,000 each
amounting to 500 million on 11 May 2023 further, the money has been received on 22 May
2023.
In June 2022, the Company proposed to issue and allot upto 3200 INR denominated,
senior, secured, redeemable, listed, rated, non convertible debentures with nominal value
of Rs.1,000,000 each aggregating to an amount of Rs. 3,200 million in dematerialized form
and in three tranches to eligible investors. Out of the above the Company had issued and
allotted 3,200 INR denominated, senior, secured, redeemable, listed, rated, non
convertible debentures with nominal value of Rs.1,000,000 each aggregating to an amount of
Rs. 3,200 million till 31 March 2023.
12. 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 Companies
Act 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 by your Company are
furnished below:
• ENERGY CONSERVATION
Conservation of energy continues to be on top priority of the management. The
information on energy conservation, is detailed herein below.
Please regroup the contents stated under paragraphs (a) to (g) under the following
heads:
i) The steps taken or impact on conservation of enerby - N.A.
ii) The steps take by the company for utilizing alternate soureces of energy - N.A.
iii) The capital investment on energy conservation equipments - N.A.
iv) During the year under review , the Company has generated about 1,52,20,290 units
green power which is being sold to GESCOM & HESCOM & Vikas Telecom Pvt. Ltd.
• TECHNOLOGY ABSORPTION
In the opinion of the Board, the required particulars pertaining to technology
absorption under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, are not applicable, as industry in which Company
operates does not have any significant manufacturing operations.
• FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earnings during the year is NIL. There are no Foreign Exchange
utilization during the year.
13. 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) Executive
Director.
The Key Managerial Personnels of the company as on March 31, 2023 are Mr. Sartaj Singh
Whole-Time Director, Mr. Ankit Shah Chief Finance Officer and Ms. Chandana Naidu Company
Secretary of the Company.
a. Disqualification of Directors:
None of the directors of the Company are disqualified pursuant to the provisions of
Section 164 of Companies Act, 2013 or debarred or disqualified from being appointed or
continuing as directors of companies by the Securities and Exchange Board of India or
Ministry of Corporate Affairs or any such statutory authority. A certificate from a
Practising Company Secretary in this regard is attached to this report.
b. Appointment / Resignation from the Board of Directors:
• Mr. Sartaj Sewa Singhs term as Whole-time Director expired on 28th
June, 2023. Mr. Harish Anand was appointed as Whole-time Director w.e.f. 22nd June,2023.
• Mr. Suresh Vaswani, Non-Executive Independent Director term completed w.e.f.
29th July,2023. Mr. Bijoy Kumar Das is appointed as Non-Executive Independent Director
w.e.f. 29th July,2023 with approval of Shareholder through postal ballot.
c. Directors retiring by rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with
Section 149 of the said Act, at least 2/3rd of the total number of Directors, excluding
Independent Directors, shall be liable to retire by rotation and out of the Directors
liable to retire by rotation, at least 1/3rd of the Directors shall retire by rotation at
every Annual General Meeting.
In view of the above, Mr. Aditya Virwani, Director (DIN 06480521) who is liable to
retire by rotation and being eligible, offers himself for re-appointment, a resolution
seeking shareholders approval for his re-appointment forms part of the Notice.
d. Declaration by Independent Director
The Company has received necessary declaration from each of the Independent Directors,
under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of
Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of
SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. Independent
Directors have also confirmed that they are not aware of any circumstance or situation
which exists or may be reasonably anticipated that could impair or impact their ability to
discharge their duties.
In the opinion of the Board, all the independent directors are persons of integrity,
possesses relevant expertise and experience.
e. Woman Director
In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company
has complied with the requirement of having at least one Woman Director on the Board of
the Company. Ms. Tanya Girdhar, is an Independent and Women Director of the Company.
f. Changes in KMP
The term of office of Mr. Pranesh K Rao as CFO concluded on 14th
November,2022 and appointed Mr. Ankit Shah as CFO w.e.f. 14th November,2022.
The term of office of Mr. Sartaj Sewa Singh as Wholetime Director concluded on 28th
June, 2023 and appointed Mr. Harish Anand as Whole-time Director w.e.f. 22nd June,2023.
During the year under review, the non- executive directors of the company had no
pecuniary relationship or transactions with the Company, other than sitting fee,
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board/Committee of the Company and payment of fees for rendering services in professional
capacity.
14. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
Board committees and individual directors pursuant to the provisions of the Companies Act,
2013 and corporate governance requirements as prescribed by SEBI LODR Regulations through
structured questionnare. The performance of the Board was evaluated by the Board based on
the criteria such as the Board composition and structure, effectiveness of Board process,
information and functioning etc. The performance of the committees was evaluated by the
Board based on the criteria such as the composition of the committees effectiveness of
committee meetings, etc. The Board and Nomination and Remuneration Committee reviewed the
performance of the individual directors based on the criteria such as the contribution of
individual director to the Board and committee meetings like preparedness on the issue to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In a
separate meeting of independent directors, performance of non-independent directors,
performance of the Board and performance of Chairman was evaluated.
15. 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, perspective,
knowledge, skill, regional and industry experience, cultural and geographical backgrounds,
age, ethnicity, race and gender, that will help us retain our competitive advantage. The
Board Diversity Policy adopted by the Board sets out its capproach to diversity. The
policy is available on our website, https: //www .maccharles.com/investor-relations.
16. FAMILIRIZATION PROGRAM FOR INDEPENDENT DIRECTOR:
The regulatory changes on the SEBI LODR Regulations and Companies Act,2013 are updated
to the Independent Directors at each of the Board Meetings held during the year.
17. NUMBER OF MEETINGS OF THE BOARD:
Regular meetings of the Board are held to discuss and decide on various business
policies, strategies and other businesses. The schedule of the Board/Committee meetings to
be held in the forthcoming financial year are circulated to the Directors in advance to
enable them to plan their time schedule for effective participation in the meetings.
The Board of Directors met 05 (Five) times during the year. The intervening gap between
two Meetings was within the period prescribed under the Companies Act, 2013 and
Regulations 17 of the Securities and Exchange Board of India (Listing Obligation and
Disclosure Requirements) Regulation, 2015. Detailed information on the meetings of the
Board is included in the Report on Corporate Governance, which forms part of this Report.
18. AUDIT COMMITTEE
The Audit Committee met 5 (Five) times during the year under review. The details with
respect to the composition, powers, roles, terms of reference, etc. of the Audit Committee
are given in detail in the ‘Report on Corporate Governance of the Company which
forms part of this Report.
The details with respect to the composition, powers, roles, terms of reference, etc. of
the Committee are given in detail in the ‘Report on Corporate Governance of the
Company which forms part of this Report.
As part of the risk assessment and minimization procedures, the Company had identified
certain risk areas about the operations of the Company and initiated steps, wherever
possible, for risk minimization. The Companys Board is conscious of the need to review
the risk assessment and minimization procedures on regular intervals. During the year
under review the Company has not received any order passed by the regulators/ courts/
tribunals which impacted the going concern status and Companys operation in future.
There are no recommendations of the Audit and Risk Management Committee which have not
been accepted by the Board.
19. 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. of
the Committee are given in detail in the ‘Report on Corporate Governance of the
Company which forms part of this Report.
20. NOMINATION & REMUNERATION COMMITTEE
During the year under review, the Nomination and Remuneration Committee met once.
The details with respect to the composition, powers, roles, terms of reference, etc. of
the Nomination and Remuneration Committee are given in detail in the ‘Report on
Corporate Governance of the Company which forms part of this Report.
21. RISK MANAGEMENT COMMITTEE
During the year under review, the Risk Management Committee met Twice.
The details with respect to the composition, powers, roles, terms of reference, etc. of
the Risk Management Committee are given in detail in the ‘Report on Corporate
Governance of the Company which forms part of this Report.
22. NOMINATION AND REMUNERATION POLICY
The Company has formulated and adopted the Nomination and Remuneration Policy in
accordance with the provisions of Companies Act, 2013 read with the Rules issued
thereunder and the Listing Regulations.
The said Policy of the Company, provides that the Nomination and Remuneration Committee
shall formulate the criteria for appointment of Executive, Non-Executive and Independent
Directors and persons in the Senior Management of the Company, including criteria for
determining qualifications, remuneration, positive attributes, independence of a Director
and other matters as provided under sub-section (3) of Section 178 of the Companies Act,
2013.
The salient features of the Policy are set out in the Corporate Governance Report which
forms part of this Report. The Policy is also available on the website of the Company
web-link: https: //www .maccharles.com/investor-relations.
23. REVIEW AND UPDATION OF POLICIES:
During the year under review, the following policies were reviewed and updated in line
with 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 information
11. Nomination and Remuneration Policy
12. Vigil Mechanism Policy
13. Policy of POSH at Workplace
14. Succession Policy for Board and Senior Management.
24. DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with the
provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the
preparation of the annual accounts for the year ended March 31st , 2023 and
states that:
a) In the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards have been followed and there was no material departure;
b) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent to give a true and fair
view of the of the Company at the end of the financial year under review and of the profit
or loss of the Company for the financial year ended March 31, 2023:
c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud 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 the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
25. 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 MANAGERIAL PERSONNEL) RULES, 2014
A. The information stipulated under Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is furnished below:
i) The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year 2022-23: During the year under review, Mr.
Sartaj Singh, Whole- Time Director was paid the remuneration and since his appointment has
happened in the current financial year, median of remuneration is not applicable.
ii) The percentage increase in remuneration of each Director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager in the financial year: There was no
increase in remuneration of any Director, CFO, Company Secretary during the financial
year.
iii) The percentage increase in the median remuneration of employees in the financial
year: There was no increase in remuneration of employees during the year.
iv) The number of permanent employees on the roles of the Company: 06
v) Average percentile increase already made in the salaries of employees other than the
managerial personnel in the past financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration. There was
no increase in the salaries of employees or other managerial personnel, hence no
comparison is possible.
B. Employee is in receipt of remuneration of Rs. 1.20 crore per annum and hence
information in terms of the provisions of Section 197(12) of the Companies Act, 2013 read
with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, the Information is as below: NIL
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has entered into a transaction with related parties which are at arms
length and which are not in the ordinary course of business, pursuant to the provisions of
Section 188 of the Companies Act, 2013 read with Rule 15 of Companies (meeting of the
Board and its Powers) Rules, 2014. Accordingly, particulars of the contracts or
arrangements with related parties referred to in Section 188(1) along with the
justification for entering into such contracts or arrangements in Form AOC-2 are furnished
which is attached to this Directors Report". In line with the requirements of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has formulated Policy on Related Party Transactions which
is available on the website of the Company.
Further there were no materially significant related party transactions made by the
Company with the Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the Company at large.
Accordingly, particulars of the contracts or arrrangements with related parties
referred to in Section 188(1) along with the justification for entering into such contract
or arrangement in Form AOC-2 is provided as annexure to this report. In line with the
requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has formulated Policy on Related Party
Transactions which is available on the website of the Company.
27. COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE
As per SEBI (LODR) regulation, the Practicing Company Secretarys Certificate on
compliance with the conditions of Corporate governance has been furnished as an Annexure
to this Report.
28. SECRETARIAL STANDARDS:
The Company Complies with all applicable mandatory secretarial Standards issued by
Institute of Company Secretary of India.
29. AUDITORS
• Statutory Auditors and Auditors Report
M/s. Walker Chandiok & Co. LLP (FRN 001076N/N500013) has been appointed as the
Statutory Auditor of the Company for a term of five years from the conclusion of 40th
Annual General Meeting till the conclusion of 45th Annual General Meeting to be
held in the year 2024-25.
The report of the statutory auditors does not contain any qualifications, observations
or adverse comments on financial statements and matters, which have any material bearing
on the functioning of the Company and hence there is no need to furnish any explanation or
comments from the Board of Directors thereon. The company has furnished the management
comments on the observations made by the Secretarial Auditors which is attached hereto, as
required under Section 134(3)(f) of the Companies Act, 2013. During the period under
review, even though there are no audit qualifications or adverse remarks, the notes on
accounts referred to in the Auditors Report are selfexplanatory and therefore, do not
call for any further comments.
• Internal Auditors
M/s. Ernst & Young LLP, Bengaluru Internal Auditors have been conducting quarterly
audits of all operations of the Company and their findings have been reviewed regularly by
the Audit Committee. Your Directors note with satisfaction that no material deviations
from the prescribed policy and procedures have been observed.
• Secretarial Auditor and Secretarial Auditors Report
The Board has appointed Mr. Umesh P. Maskeri, Practicing Company Secretary to conduct
The Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for
the financial year 2022-23. Secretarial Audit Report in Form MR-3 is attached to this
Directors Report. Management response against each of the qualification, reservation
or adverse remark or observation made in the Secretarial Audit Report has been furnished
thereon 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 not
applicable to the Company.
• Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors or Secretarial Auditor of the
Company 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.
30. CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the CSR Committee met once.
The details with respect to the composition, powers, roles, terms of reference, etc. of
the Committee are given in detail in the ‘Report on Corporate Governance of the
Company which forms part of this Report.
31. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013 read with listing Regulations, the
Board of Directors at its meeting held on 26.06.2020 has adopted a revised vigil
mechanism/whistle blower policy of the Company. The policy provides a framework for
directors and employees to report genuine concerns about unethical behavior, actual or
suspected fraud or violation of the Companys code of conduct or ethics policy. Protected
disclosures can be made by a whistle blower through an email or direct access to the
Chairman of the Audit Committee. The vigil mechanism/whistle blower policy can be accessed
on the Companys website www.maccharlesindia.com.
32. 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 the
year under review, your Board has constituted an internal Complaints Committee to consider
and redress complaints of sexual harassment & also adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of
Sexual Harassment of women at Workplace ( prevention, prohibition and Redressal) Act, 2013
and the rules framed thereunder. During the year, no complaints pertaining to sexual
harassment were received.
33. 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 loan
is proposed to be utilized by the recipient, are provided in the financial statements.
34. EXTRACT OF THE ANNUAL RETURN:
A copy of the Annual Return in Form MGT-7 as per the requirements of Section 92(3) of
the Act FY 2022-23 has been displayed on the website of the company:
www.maccharlesindia.com.
35. INTERNAL FINANCIAL CONTROL POLICY AND ITS ADEQUACY:
The Board has adopted an Internal Financial Control Policy to be followed by the
Company and such policies and procedures adopted by the Company for ensuring the orderly
and efficient conduct of its business, including adherence to Companys policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information. The Audit Committee evaluates the internal financial
control system periodically. The observations and comments of the Audit Committee are
placed before the Board.
36. 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 all
the members whose email address are registered with the Company /Depository Participant(s)
vide general circular from MCA number 17/2020 dated 14th April,2020. The
Company is providing e-voting facility to all members to enable them to cast their votes
electronically on all resolutions set forth in the AGM Notice. The instructions for
e-voting are provided in the AGM Notice.
• Other declarations
i. Declaration by the Chief Financial Officer affirming compliance with the code of
conduct is annexed elsewhere in this Report.
ii. There are no material changes and commitments made during the financial year except
in the change in nature of business as mentioned elsewhere in this report..
iii. During the financial year, the company is engaged the business of generation of
electricity through its Windmills and also development of Real Estates.
iv.There is a material variation of market capitalization during the financial year.
v. The company is in the process of transferring the unclaimed shares to demat suspense
accounts / unclaimed suspense account during the financial year pursuant to the provisions
of Regulation 39(4) and Schedule VI of SEBI LODR.
vi. Necessary disclosures of Accounting Treatment have been made in the financial
statements.
vii. The Company has issued senior secured listed redeemable non - convertible
debentures of Rs.10,00,000/- each aggregating to Rs.370 Crs.
• Other Disclosures and reports
Your directors state that no disclosure or reporting is required in respect of the
following 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 under
any scheme.
4. No significant or material orders were passed by the Regulators or Courts of
Tribunals which impact the going concern status and Companys operations in future.
37. DEMATERIALIZATION
The equity shares of the Company have been admitted for dematerialization with both the
Depositories viz., Central Depository Services (India) Limited (CDSL) and National
Securities Depository Limited (NSDL). The ISIN allotted to your Companys equity shares is
INE435D01014.
The Listed Non-convertible debentures (NCDs) of the company have been admitted for
dematerialization with both the Depositories viz., Central Depository Services (India)
Limited (CDSL) and National Securities Depository Limited (NSDL). The ISIN allotted to
your Company are as below:
1. INE435D07011
2. INE435D07037
3. INE435D07045
4. INE435D07060
5. INE435D07078
38. LISTING ON STOCK EXCHANGE:
The Companys Shares are listed on BSE Limited and script code of the company is
507836.
The companys NCDs are listed on BSE Limited and script code of the company are as
below:
973344; 974113; 974123; 974432;974457
39. PROHIBITION OF INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations,
1992, 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 the
concept of Trading Window Closure, to prevent its Directors, Officers, designated
employees, their relatives and other employees from trading in the securities of the
Company at the time when there is unpublished price sensitive information.
40. INVESTOR EDUCTAION AND PROTECTION FUNDS(IEPF):
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF
Rules"), all unpaid or unclaimed dividends are required to be transferred by the
Company to the IEPF, established by the Government of India, after the completion of seven
years.
Further, according to the IEPF Rules, the shares on which dividend has not been paid or
claimed by the shareholders for seven consecutive years or more shall also be transferred
to the demat account of the IEPF Authority. During the year, the Company has transferred
the unclaimed and unpaid dividends of Rs. 45,63,416/-. Further no shares on which
dividends were unclaimed for seven consecutive years were transferred as per the
requirements of the IEPF Rules.
41. ACKNOWLEDGEMENTS
Your Directors are grateful to the Shareholders for their support and co-operation
extended to the Company for many years. We would like to thank all our clients, partners,
vendors and other business associates for their continued support and encouragement during
the year. We also thank the Government of India, Government of Karnataka, Ministry of
Corporate Affairs, Central Board of Indirect Taxes and Customs, Income Tax Department and
all other regulatory agencies for their assistance and co-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 P |
.R.Ramakrishnan |
| Place: Bengaluru |
Director |
Director |
| Date: 11.08.2023 |
DIN: 00215646 |
DIN: 00055416 |
Registered office Website site and Email ID: #1st Floor, Embassy Point, 150
Infantry Road, Bangalore-560 001 www.maccharlesindia.com
investor.relation@maccharlesindia.com
+91-9892691696
