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Mac Charles (India) Ltd Directors Report

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Jul 22, 2024|03:31:00 PM

Mac Charles (India) Ltd Share Price directors Report

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

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ATTENTION INVESTORS
  • Prevent Unauthorized Transactions in your demat / trading account Update your Mobile Number/ email Id with your stock broker / Depository Participant. Receive information of your transactions directly from Exchanges on your mobile / email at the end of day and alerts on your registered mobile for all debits and other important transactions in your demat account directly from NSDL/ CDSL on the same day." - Issued in the interest of investors.
  • KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
  • No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."

www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.

RISK DISCLOSURE ON DERIVATIVES
  • 9 out of 10 individual traders in equity Futures and Options Segment, incurred net losses.
  • On an average, loss makers registered net trading loss close to Rs. 50,000.
  • Over and above the net trading losses incurred, loss makers expended an additional 28% of net trading losses as transaction costs.
  • Those making net trading profits, incurred between 15% to 50% of such profits as transaction cost.
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Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248

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This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.