Mac Hotels Ltd Directors Report.

Dear Shareholders,

The Directors have pleasure in presenting their 30th Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2020.

1. FINANCIAL RESULTS

The Financial results are briefly indicated below

(Rs. In Lakhs)

Particulars Standalone
2019-20 2018-19
Revenue from Operations 832.00 679.29
Other Income 0.00 0.00
Total Revenue 832.00 679.29
Profit before tax 13.69 201.80
Tax Expense 0.82 65.18
Profit after tax 12.27 136.62
Equity share Capital 300.00 300.00
Earnings per share 0.04 0.46

2. PERFORMANCE

The Revenue from the operations (net) for the Financial Year 2019-20 was Rs. 832.00lac (Previous Year Rs. 679.29 lac). The company earned Net Profit of Rs. 12.27 lac (Previous Year Rs. 136.62 lac).

There was no change in the nature of business of the company during the year.

The previous year figures have been restated, rearranged and regrouped, to enable comparability of the current year figures of accounts with the relative previous years figures.

3. COVID-19 PANDEMIC

Global hospitality industry contains a broad group of businesses such as hotel industry, restaurants, theme parks, event planning, and many more that provides services to customer. Factors that were driving the hospitality industry before pandemic COVID-19 include increasing disposable income, new travel trends, increasing online business of travelling due to increased internet penetration and internet banking, web-presence of hotels & tourism directories and many more. The ever-expanding global tourism industry was one of the major factors driving the growth of the hospitality industry before the coronavirus outbreak. The number of international tourist arrivals had risen continuously over the past decades. As per the growth projection made by the World Tourism Organization (UNWTO), the number of tourist arrivals across the globe was expected to cross 1.5 billion by 2020. Key factors affecting the market after the pandemic include the decrease in tours and travels as most of the flights are getting cancelled. The government all across the globe are cancelling the foreign visits and locking down most of the areas which is one of the other major reasons behind the slowing down of hospitality industry.

The global hospitality industry report is segmented based on food and beverages, travel and tourist, lodging, and recreation. Travel and tourist segments along with the recreation segment are majorly declining due to the lockdowns happening across the world. The effect of COVID-19 on hospitality industry can be observed in all the regions including North America, Europe, Asia-Pacific, and Rest of the World.

A team of researchers recently published a report addressing the impact of COVID-19 on the global hospitality industry. The study is incorporated by extensive primary and secondary research conducted by the research team. Secondary research has been conducted to refine the available data. Different approaches have been worked on to derive the market value and market growth rate. In the report, the analysis of the country is provided by analyzing various regional players, laws and policies, consumer behaviour and macro-economic factors. The report includes analysis of different regions and countries and the effect of COVID-19 on the entertainment industry of each respective region. Besides, an expected recovery timeline of the industry will also be included with the best- and worst-case scenario which will aid clients to take their future steps in the decision-making process.

The report provides an in-depth analysis on market size, intended quality of the service preferred by consumers. The report will serve as a source for 360-degree analysis of the market thoroughly integrating different models.

Comprehensive research methodology of the global hospitality industry. This report also includes a detailed and extensive market overview with key analyst insights. An exhaustive analysis of macro and micro factors influencing the market guided by key recommendations. Analysis of regional regulations and other government policies impacting the global aviation industry. Insights about market determinants which are stimulating the global aviation industry. Detailed and extensive market segments with regional distribution of forecasted revenues. Extensive profiles and recent developments of market players.

Travel restrictions owing to COVID-19 continue to impact hospitality, travel and tourism sectors within India and around the world. In order to gauge the impact of the pandemic on the hospitality sector in India, JLL performed an in-depth survey with key hotel operators. The outcomes of the survey have been insightfully captured in the paper title ‘Impact of COVID-19 on Indian Hospitality Industry that highlights the effects of the pandemic on development and opening of new hotels, as well as the support required for the sustenance of the sector.

The paper outlines key insights on COVID-19 impact on Indias hospitality industry. It puts forth key findings in the most realistic manner for the target groups easy understanding:

? 60% of the operators surveyed believe that it will take 13 to 24 months for their portfolio to bounce back to 2019 RevPAR levels ? 53% of the total leading hotel operators have shut down more than 80% of their inventory during the nation-wide lockdown period ? Over 60% of respondents have up to 10% of their total hotels serving as quarantine facilities predominantly in key markets, with some of these hotels providing rooms for the "Vande Bharat Mission"

? 53% of the respondents believe that key business cities are likely to witness an early pick-up in room nights demand

Indias hospitality industry has witnessed decline of 52.8 per cent in Revenue Per

Available Room (RevPAR) during January to September (YTD Sept) 2020 over the same period last year due to the impact of Covid-19 pandemic.

Overall, in inventory volume, the brand signings declined by 19 per cent in Q3 2020 over Q3 2019, however international operators signed a greater number of keys than domestic ones, said

JLLs Hotel Momentum India (HMI) Q3 2020, a quarterly hospitality sector monitor.

All key 11 markets in India reported a decrease in RevPAR Performance in Q3 2020 over the same period last year. Mumbai continues to be the RevPAR leader in absolute terms, despite the decline of RevPAR by 71.7 per cent in Q3 2020 compared to Q3 2019 whereas Bengaluru saw the sharpest decline in RevPAR in Q3 2020, with 88.1 per cent decline compared to the same period in the previous year.

According to the findings of HMI Q3 2020, international operators dominated signings over domestic operators with the ratio of 53:47 in terms of inventory volume. Demand in leisure destinations began seeing weekend occupancy spikes as the lockdown restrictions were further lifted in August.

Other cities such as Pune (86.2 per cent), Kolkata (82.6 per cent) and Goa (78.8 per cent) also witnessed sharp declines in RevPAR.

COVID-19 has affected every sector across the globe, and the hotel industry is among the hardest hit. Some other research suggests that recovery to pre-COVID-19 levels could take until 2023 or later. Investors are providing similar views of hotel companies prospects, as seen in the underperformance of US lodging real estate investment trusts (REITs). Like so many industries, hospitality will also see both subtle and substantial shifts in the post-pandemic era. Some are already apparent today.

COVID-19 is a challenge to both our lives and livelihoods. The crisis is unprecedented and moving quickly, yet still deeply uncertain.

4. EFFECT OF COVID-19 ON THE ECONOMY IN GENERAL

Amid the Pandemic several countries across the world resorted to lockdowns to "flatten the curve" of the infection. These lockdowns meant confining millions of citizens to their homes, shutting down businesses and ceasing almost all economic activity. According to the International Monetary Fund (IMF), the global economy is expected to shrink by over 3 per cent in 2020 the steepest slowdown since the Great Depression of the 1930s.

Now, as some countries lift restrictions and gradually restart their economies, heres a look at how the pandemic has affected them and how they have coped. The pandemic has pushed the global economy into a recession which means the economy starts shrinking and growth stops.

In the US, Covid-19-related disruptions have led to millions filing for unemployment benefits. In April alone, the figures were at 20.5 million, and are expected to rise as the impact of the pandemic on the US labour market worsens. As per a Reuters report, since March 21, more than 36 million have filed for unemployment benefits, which is almost a quarter of the working-age population. Chinas GDP dropped by 36.6 per cent in the first quarter of 2020, while South Koreas output fell by 5.5 per cent, since the country didnt impose a lockdown but followed a strategy of aggressive testing, contact tracing and quarantining. In Europe, the GDPs of France, Spain and Italy fell by 21.3, 19.2 and 17.5 per cent respectively.

Further, an early analysis by IMF reveals that the manufacturing output in many countries has gone done, which reflects a fall in external demand and growing expectations of a fall in domestic demand. The IMFs estimate of the global economy growing at -3 per cent in 2020 is an outcome "far worse" than the 2009 global financial crises. Economies such as the US, Japan, the

UK, Germany, France, Italy and Spain are expected to contract this year by 5.9, 5.2, 6.5, 7, 7.2, 9.1 and 8 per cent respectively.

Advanced economies have been hit harder, and together they are expected to grow by -6 per cent in 2020. Emerging markets and developing economies are expected to contract by -1 per cent. If China is excluded from this pool of countries, the growth rate for 2020 is expected to be -2.2 per cent.

How are the Countries Coping? According to an assessment by the World Economic Forum (WEF), supporting SMEs and larger businesses is crucial for maintaining employment and financial stability.

In India, Finance Minister Nirmala Sitharaman has announced some details of the Atmanirbhar Bharat Abhiyan package, to provide relief to Medium, Small and Micro Enterprises (MSMEs) in the form of an increase in credit guarantees.

Many advanced economies in the world have rolled out support packages. While Indias economic stimulus package is 10 per cent of its GDP, Japans is 21.1 per cent, followed by the US

(13 per cent), Sweden (12 per cent), Germany (10.7 per cent), France (9.3 per cent), Spain (7.3 per cent) and Italy (5.7 per cent).

However, the WEF notes, "…there is concern that the size of packages may prove insufficient for the duration of the crisis; that disbursement may be slower than is needed; that not all firms in need would be targeted; and that such programmes may be overly reliant on debt financing."

In Asia, countries including India, China, Indonesia, Japan, Singapore and South Korea account for about 85 per cent of all the Covid-19 cases on the continent. South Korea stands out, since business and economic activities were not completely stopped and therefore, their economy was not severely affected. China recently lifted its lockdown and has since then been gradually reopening its economy without an aggressive second wave of infections so far.

Further, even as economic activity resumes gradually, the situation will take time to normalise, as consumer behaviours change as a result of continued social distancing and uncertainty about how the pandemic will evolve. For instance, in its World Economic Outlook report for 2020, the IMF mentions that firms may start hiring more people and expanding their payroll only slowly, as they may not be clear about the demand for their output.

Therefore, along with clear and effective communication, broad monetary and fiscal stimuli will be required to be coordinated on an international scale for maximum impact, and, "would be most effective to boost spending in the recovery phase." COVID-19 cases in India cross 20,000 and death toll crossing more than 600. More than 200 countries and territories are reported with novel coronavirus pandemic. How it will impact the Indian economy? Let us find out!

Coronavirus outbreak was first reported in Wuhan, China on 31 December, 2019. Coronavirus (CoV) is a large family of viruses that causes illness. It ranges from the common cold to more severe diseases like Middle East Respiratory Syndrome (MERS-CoV) and Severe Acute Respiratory Syndrome (SARS-CoV). The novel coronavirus is a new strain of virus that has not been identified in human so far.

WHO is working closely with global experts, governments, and other health organisations to provide advice to the countries about precautionary and preventive measures.

Impact of Coronavirus on the Indian Economy: To combat with COVID-19, Indian Government extended the date of lockdown to 3rd May, 2020. Recently an industry survey that is jointly conducted by industry body Ficci and tax consultancy Dhruva advisors and took responses from about 380 companies across the sectors. It is said that businesses are grappling with "tremendous uncertainty" about their future.

According to the survey, COVID-19 is having a deep impact on Indian businesses, over the coming months jobs are at high risk because firms are looking for some reduction in manpower. Further, it is added that already COVID-19 crisis has caused an unprecedented collapse in economic activities over the last few weeks.

The present situation is having a "high to very high" level impact on their business according to almost 72 per cent respondents. Further, 70 per cent of the surveyed firms are expecting a degrowth sales in the fiscal year 2020-21.

Ficci said in a statement, "The survey clearly highlights that unless a substantive economic package is announced by the government immediately, we could see a permanent impairment of a large section of the industry, which may lose the opportunity to come back to life again."

The survey found: In respect to the approved expansion plans, around 61 per cent of the respondents expect to postpone such expansions for a period of up to 6 or 12 months, while 33 per cent expect it to for more than 12 months.

- Surveyed firms of around 60 per cent have postponed their fund-raising plans for the next 6-12 months. Also, nearly 25 per cent of the firms have decided the same.

- Surveyed firms around 43 per cent have reported that they do not predict an impact on exports. Further, 34 per cent said that exports would take a hit by more than 10 per cent.

According to Dun & Bradstreet, COVID-19 no doubt disrupted human lives and global supply chain but the pandemic is a severe demand shock which has offset the green shoots of recovery of the Indian economy that was visible towards the end of 2019 and early 2020. The revised Gross Domestic Product (GDP) estimates for India downwards by 0.2 percentage points for the fiscal year 2020 to 4.8 per cent and by 0.5 per cent for the fiscal year 2021 to 6 per cent. Further, it is stated that the extent of the actual impact will depend upon the severity and duration of the outbreak.

There are three major channels of impact for Indian businesses according to the report namely linkages, supply chain and macroeconomic factors. The data of the Dun & Bradstreet shows that at least 6,606 Indian entities have legal linkages with companies in countries with a large number of confirmed COVID-19 cases. And business activity in the foreign markets is slow which implies a negative impact on the topline of these companies. Sectors that would be much affected includes logistics, auto, tourism, metals, drugs, pharmaceuticals, electronic goods, MSMEs and retail among others

Further, according to the World Banks assessment, India is expected to grow 1.5 per cent to 2.8 per cent. And IMF projected a GDP growth of 1.9 per cent for India in 2020 because the global economy is affected by the COVID pandemic, the worst recession since the Great Depression in the 1930s. Also, we cant ignore that the lockdown and pandemic hit several sectors including MSME, hospitality, civil aviation, agriculture and allied sector.

According to KPMG, the lockdown in India will have a sizeable impact on the economy mainly on consumption which is the biggest component of GDP.

Reduction in the urban transaction can lead to a steep fall in the consumption of non-essential goods. It can be severe if disruption causes by the 21-day lockdown and affect the availability of essential commodities.

Due to weak domestic consumption and consumer sentiment, there can be a delay in investment which further add pressure on the growth. We cant ignore that post-COVID-19, some economies are expected to adopt de-risking strategies and shift their manufacturing bases from China. This can create opportunities for India. According to KPMG, opportunities will largely depend on how quickly the economy recovers and the pace at which the supply chain issues are addressed.

KPMG India Chairman and CEO Arun M Kumar said: "Apart from providing robust safety nets for the vulnerable, a focus on ensuring job continuity and job creation will be imperative". "And there is urgent need to mobilise resources to stimulate the economy for increased demand and employment".

According to the KPMG report "It is expected that the course of economic recovery in India will be smoother and faster than that of many other advanced countries".

In terms of trade, China is the worlds largest exporter and second-largest importer. It accounts for 13% of world exports and 11% of world imports. Up to a large extent, it will impact the Indian industry. In imports, the dependence of India on China is huge. Of the top 20 products (at the two-digit of HS Code) that India imports from the world, China accounts for a significant share in most of them.

Indias total electronic imports account for 45% of China. Around one-third of machinery and almost two-fifths of organic chemicals that India purchases from the world come from China?

For automotive parts and fertilisers Chinas share in Indias import is more than 25%. Around 65 to 70% of active pharmaceutical ingredients and around 90% of certain mobile phones come from China to India.

Therefore, we can say that due to the current outbreak of coronavirus in China, the import dependence on China will have a significant impact on the Indian industry.

In terms of export, China is Indias 3rd largest export partner and accounts for around 5% share. The impact may result in the following sectors namely organic chemicals, plastics, fish products, cotton, ores, etc.

We also cant ignore that most of the Indian companies are located in the eastern part of China. In China, about 72% of companies in India are located in cities like Shanghai, Beijing, provinces of Guangdong, Jiangsu, and Shandong. In various sectors, these companies work including Industrial manufacturing, manufacturing services, IT and BPO, Logistics, Chemicals, Airlines, and tourism.

It has been seen that some sectors of India have been impacted by the outbreak of coronavirus in China including shipping, pharmaceuticals, automobiles, mobiles, electronics, textiles, etc. Also, a supply chain may affect some disruptions associates with industries and markets.

Overall, the impact of coronavirus in the industry is moderate.

According to CLSA report, pharma, chemicals, and electronics businesses may face supply-chain issues and prices will go up by 10 percent. The report also says that India could also be a beneficiary of positive flows since it appears to be the least-impacted market. Some commodities like metals, upstream and downstream oil companies, could witness the impact of lower global demand impacting commodity prices.

According to CII, GDP could fall below 5% in FY 2021 if policy action is not taken urgently. It is said that the government should take some strong fiscal stimulus to the extent of 1% of GDP to the poor, which would help them financially and also manage consumer demand.

In the third quarter (October-December) growth is slowed down to 4.7% and the impact of COVID-19 will further be seen in the fourth quarter.

Ficci survey showed 53% of Indian businesses have indicated a marked impact of COVID-19 on business operations. And 42% of the respondents said that up to three months could take for normalcy to return.

5. DIVIDEND

Considering the financial results and to plough back surplus of the Company, the Board did not recommend payment of any dividend for the year ended 31st March, 2020.

6. SHARE CAPITAL

During the year under review, there was no change in the Share Capital of the company. As at March 31, 2020, the total paid-up share capital of the company stood at Rs. 300 lacs divided into 3000000 equity shares of Rs. 10/- each.

7. TRANSFER TO RESERVE

The Company has transferred current years profit of Rs. 1286992.46 to the Reserve & Surplus and the same is in compliance with the applicable provisions prescribed under the Companies Act, 2013.

8. AUDITORS & AUDITORS REPORT

M/s. Singhi Bikash & Associates, Chartered Accountants, were appointed as statutory auditors of the company for a period of five years in the 29th AGM i.e. till the conclusion of the 33rd Annual General Meeting to be held for the FY 2023-24.

The Auditors Report for the fiscal 2020 does not contain any qualification, reservation or adverse remark. Further, in terms of section 143 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, as amended, no fraud has been reported by the Auditors of the Company where they have reasons to believe that an offence involving fraud is being or has been committed against the company by officers or employees of the company.

9. DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. . Hence company need not to give details related to deposits. There is no non-compliance of the provisions of Chapter V of the Companies Act 2013.

10. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee, adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

-The Nomination & Remuneration Committee identifies and ascertains the integrity, qualification, expertise and experience of the person for appointment as Director and ensures that the candidate identified possesses adequate qualification, expertise and experience for the appointment as a Director.

-The Nomination & Remuneration Committee ensures that the candidate proposed for appointment as Director is compliant with the provisions of the Companies Act, 2013.

-The candidates appointment as recommended by the Nomination and Remuneration

Committee requires the approval of the Board.

-In case of appointment of Independent Directors, the Nomination and Remuneration Committee satisfies itself with regard to the independent nature of the Directors vis- -vis the Company so as to enable the Board to discharge its function and duties effectively.

-The Nomination and Remuneration Committee ensures that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

-The policy can be viewed at companys website at http://www.machotels.net/investors.html

11. CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise Platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015. Hence no corporate governance report is disclosed in this Annual Report. It is Pertinent to mention that the Company follows Majority of the provisions of the corporate governance voluntarily.

12. SUBSIDIARIES

There is no subsidiary.

13. STATEMENTS OF PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

Information in accordance with the provisions of Section 134 (3)(m) of the Act read with the Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo have not been furnished considering the nature of activities undertaken by the company during the year under review.

14. RELATED PARTY TRANSACTIONS

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2.

15. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith.

16. SECRETARIAL AUDIT REPORT

As required under section 204(1) of the Companies Act, 2013 and Rules made there under, the Company has appointed Mr. Jaymin Modi, Prop, Jaymin Modi& Co., Company Secretary as Secretarial Auditor of the Company for the Financial Year 2019-20.The Secretarial Audit Report forms part of the Annual Report.

The Copy of Secretarial Audit Report for the Financial Year 2019-20 issued by Mr. Jaymin Modi, Company Secretary in Practice has been attached.

The Secretarial Auditors Report for the fiscal 2020 does not contain any qualification, reservation or adverse remark.

17. MANAGEMENT DISCUSSION ANALYSIS REPORT

The details forming part of Management Discussion and Analysis Report is annexed herewith to the Board Report.

18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review, there is no significant and material order passed by the

Regulators or Courts or Tribunals impacting the going concern status and Companys operations.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loan, guarantee and investment covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the financial statements.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In view of the Regulation 15(1) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations 2015, the provisions related to Corporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company and hence the same is not given in the Report.

21. BOARD OF DIRECTORS

The Company is managed by well-qualified professionals. All directors are suitably qualified, experienced and competent. The members of the Board of Directors are persons with considerable experience and expertise in Audit, Accounts, Finance, Administration and Marketing. The Company is benefitted by the experience and skills of the Board of Directors. The Independent Directors have made disclosures to the Board confirming that there are no material, financial and/or commercial transactions between them and the company which could have potential conflict of interest with the company at large.

? APPOINTMENT, CHANGE IN DESIGNATION AND RESIGNATION OF DIRECTORS

During the period under review no Directors have appointed and resigned from the Company.

SR NO CATEGORY/ DESIGNATION NAME OF THE DIRECTOR
i. Managing Director Mr. Edwin E R Cotta
ii. Chairman and Whole Time Director Mr. Edgar Maximiano
Do Rosario Cotta
iii. Non-Executive Director Ms. Ingrid Cotta
iv. Independent Director Mr.Blaise Lawrence Costabir
v. Independent Director Mr. Ephrem Frederick Mendanha

RETIREMENT BY ROTATION

Mr. Edwin Cotta(DIN: 02691199), Managing Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for reappointment. Your Directors recommends him for re-appointment.

Mr. Edgar Cotta(DIN: 00124357), Whole-Time Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for reappointment. Your Directors recommends him for re-appointment.

? INDEPENDENT DIRECTORS

Independent Directors on your Companys Board have submitted declarations of independence to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations

? KEY MANAGERIAL PERSONS

The Present Composition of Key Managerial Personnel is as below:

SR NAME NO DESIGNATIO N DATE OF APPOINTMEN T DATE OF CESSATION
1. Mr. Edwin E R Cotta Managing Director 20-12-1990 NA
2. Mr. Edgar Maximiano Do Rosario Cotta Whole-Time Director 08-03-2006 NA
3. Mr. Jose Schubert De Cotta Chief Financial Officer 05-09-2017 NA
4. Ms. Priyanka Sen Company Secretary & Compliance Officer 14-02-2020 NA

22. RESPONSIBILITIES & FUNCTIONS OF BOARD OF DIRECTORS

The Board of Directors of the listed entity shall have the following responsibilities:

(i) Disclosure of information:

a. Members of Board of Directors and key managerial personnel shall disclose to the

Board of directors whether they, directly, indirectly, or on behalf of third parties, have a material interest in any transaction or matter directly affecting the listed entity.

b. The Board of Directors and senior management shall conduct themselves so as to meet the expectations of operational transparency to stakeholders while at the same time maintaining confidentiality of information in order to foster a culture of good decision-making.

(ii) Key functions of the Board of Directors

a. Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans, setting performance objectives, monitoring implementation and corporate performance, and overseeing major capital expenditures, acquisitions and divestments.

b. Monitoring the effectiveness of the listed entitys governance practices and making changes as needed.

c. Selecting, compensating, monitoring and, when necessary, replacing key managerial

Personnel and overseeing succession planning.

d. Aligning key managerial personnel and remuneration of board of directors with the longer-term interests of the listed entity and its shareholders. e. Ensuring a transparent nomination process to the board of directors with the diversity of thought, experience, knowledge, perspective and gender in the board of Directors.

f. Monitoring and managing potential conflicts of interest of management, members of the Board of Directors and shareholders, including misuse of corporate assets and abuse in related party transactions.

g. Ensuring the integrity of the listed entitys accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.

h. Overseeing the process of disclosure and communications.

i. Monitoring and reviewing Board of Directors evaluation framework.

(iii) Other responsibilities:

a. The Board of Directors shall provide strategic guidance to the listed entity, ensure effective monitoring of the management and shall be accountable to the listed entity and the shareholders.

b. The Board of Directors shall set a corporate culture and the values by which executives throughout a group shall behave.

c. Members of the Board of Directors shall act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the listed entity and the shareholders.

d. The Board of Directors shall encourage continuing directors training to ensure that the members of Board of Directors are kept up to date.

e. Where decisions of the Board of Directors may affect different shareholder groups differently, the Board of Directors shall treat all shareholders fairly.

f. The Board of Directors shall maintain high ethical standards and shall take into account the interests of stakeholders.

g. The Board of Directors shall exercise objective independent judgment on corporate affairs.

h. The Board of Directors shall consider assigning a sufficient number of non- executive members of the Board of Directors capable of exercising independent judgment to tasks where there is a potential for conflict of interest.

i. The Board of Directors shall have ability to ‘step back to assist executive management by 44 challenging the assumptions underlying: strategy, strategic initiatives (such as acquisitions), risk appetite, exposures and the key areas of the listed entitys focus.

j. When committees of the Board of Directors are established, their mandate, composition and working procedures shall be well defined and disclosed by the Board of Directors.

k. Members of the Board of Directors shall be able to commit themselves effectively to their responsibilities.

l. In order to fulfill their responsibilities, members of the Board of Directors shall have access to accurate, relevant and timely information.

m. The Board of Directors and senior management shall facilitate the independent Directors to perform their role effectively as a member of the Board of Directors and also a member of a committee of Board of Directors.

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Re-Appointment of Director

Mr. Edwin E R Cotta (DIN: 02691199) retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.

Mr. Edgar Maximiano Do Rosario Cotta (DIN: 00124357) retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.

B. Disclosures By Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

C. Independent Directors

Independent Directors on your Companys Board have submitted declarations of independence to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

D. Change in Composition of Board

During the Financial Year 2019-20 there was no change in the composition of Board of Directors.

Key Managerial Personnel

There was no change in Key Managerial Personnel during the FY 2019-20.

24. MEETINGS OF BOARD OF DIRECTORS

The Board met six times during the year. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

The details of Board Meeting are given herein below:

SR.NO DATES OF BOARD MEETINGS/ SEPARATE INDEPENDENT DIRECTORS MEETING
1. 15th April, 2019
2. 10th June, 2019
3. 29th July, 2019
4. 02nd August, 2019
5. 28th November, 2019
6. 20th March, 2020
SR.N NAME OF THE O DIRECTOR DIN CATEGORY BOARD MEETINGS
HELD ATTENDED
1. Edgar Maximiano Do Rosario Cotta 00124357 Managing Director 6 6
2. Edwin E R Cotta 02691199 Whole-Time Director 6 6
3. Ingrid Cotta 00075917 Non- Executive Director 6 5
4. Blaise Lawrence Costabir 00898174 Independent Director 6 6
5. Ephrem Frederick Mendanha 07787277 Independent Director 6 6

25. DETAILS OF ANNUAL GENERAL MEETING

Financial Year Date Venue Resolutions passed
2018-19 26th August, 2019 Dina Banquet Hall, Hotel Miramar, Near Kamat Kinara, Caranzalem Goa. 1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2019 and the Profit and Loss
403002 Account for the year ended on that date together with the Schedules thereon, along with the Reports of the Directors and Auditors thereon.
2. To appoint a Director in place of Mr.EdgarMaximiano Do Rosario Cotta, who retires by rotation and being eligible offered himself for re- appointment.
3. To appoint a Director in place of Mr. Edwin E R Cotta, who retires by rotation and being eligible offered himself for re- appointment.
4. To Consider The Appointment Of CA Neeru Agnihotri, Chartered Accountants as Statutory Auditors of the Company and fix their Remuneration
5. To Considercompany wishes to acquire 70% stake in the Singapore Company Mac Global Pte.Ltd. having UEN No. 201919921H and authorized capital of Singapore Dollars 10000, by paying a sum of 70% of the paid-up Capital of the Company having registered address as 513, Anson Road International Plaza Singapore (079903).
6. To consider and approve a dividend at the rate of 3 percent (Viz. 0.30 paise per share having face value of Rs. 10/- each) fully paid-up of the Company be and is hereby declared for the financial year ended March 31, 2019

26. EXTRA-ORDINARY GENERAL MEETING

Details of the Extra- Ordinary General Meetings of the Company held during preceding year with a gist of the special resolutions passed there at is given hereunder:

Financial Year Date Venue Resolutions passed
2018-19 NA NA NA

27. INDEPENDENT DIRECTORS MEETING

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of SEBI Listing Regulations, 2015, the independent directors held their separate meeting on 20th March, 2020, without the attendance of non-independent directors and members of Management, to inter alia discuss the following:

? review the performance of non-independent directors and the Board as a whole;

? review the performance of the Chairperson of the Company, taking into account the views of executive directors and non - executive directors; ? assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties; and ? Review the responsibility of independent directors with regard to internal financial controls. ? All independent directors were present at the meeting.

The independent directors present elected Ephrem Frederick Mendanha as Chairman for the meeting, deliberated on the above and expressed their satisfaction on each of the matters

28. COMPOSITION OF COMMITTEES

The Company has complied with the SEBI (LODR) Regulations along with the Companies Act, 2013 with respect to the Composition of the Committees as required therein and the details of which is given herein below:

A. AUDIT COMMITTEE

? COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises:

NAME OF DIRECTOR NATURE OF DIRECTORSHIP STATUS IN COMMITTEE
Ephrem Frederick Mendanha Chairman Non- Executive and Independent Director
Blaise Lawrence Costabir Member Non- Executive and Independent Director
Edgar Maximiano Do Rosario Cotta Member Managing Director

The Company Secretary of the Company shall act as the Secretary of the Audit Committee.

? POWERS OF AUDIT COMMITTEE

The Audit Committee shall have powers, including the following: a. To investigate any activity within its terms of reference; b. To seek information from any employee; c. To obtain outside legal or other professional advice; and d. To secure attendance of outsiders with relevant expertise, if it considers necessary.

? Role of Audit Committee

The role of the Audit Committee shall include the following: a. oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; b. recommendation or appointment, remuneration and terms of appointment of auditors of the listed entity; c. approval of payment to statutory auditors for any other services rendered by the statutory auditors; d. reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

? matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act,2013; ? changes, if any, in accounting policies and practices and reasons for the same; ? major accounting entries involving estimates based on the exercise of judgment by management; ? significant adjustments made in the financial statements arising out of audit findings; ? compliance with listing and other legal requirements relating to financial statements; ? disclosure of any related party transactions; ? modified opinion(s) in the draft audit report; e. reviewing, with the management, the quarterly financial statements before submission to the board for approval; f. reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter; g. reviewing and monitoring the auditors independence and performance, and effectiveness of audit process; h. approval or any subsequent modification of transactions of the listed entity with related parties; i. scrutiny of inter-corporate loans and investments; j. valuation of undertakings or assets of the listed entity, wherever it is necessary; k. evaluation of internal financial controls and risk management systems; l. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; m. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; n. discussion with internal auditors of any significant findings and follow up thereon; o. reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting them to the board; p. discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post- audit discussion to ascertain any area of concern; q. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; r. to review the functioning of the whistle blower mechanism; s. approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate; t. carrying out any other function as is mentioned in the terms of reference of the audit committee.

Further, the Audit Committee shall mandatorily review the following information: ? management discussion and analysis of financial condition and results of operations; ? statement of significant related party transactions (as defined by the audit committee), submitted by management; ? management letters / letters of internal control weaknesses issued by the statutory auditors; ? internal audit reports relating to internal control weaknesses; and ? the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee. ? statement of deviations: (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1); (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32 (7).

B. NOMINATION AND REMUNERATION COMMITTEE

The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations. The Nomination and Remuneration Committee include the following:

NAME OF DIRECTOR NATURE OF DIRECTORSHIP STATUS IN COMMITTEE
Mr. Blaise Lawrence Costabir Chairman Non- Executive and Independent Director
Mr. Ephrem Frederick Mendanha Member Non- Executive and Independent Director
Mrs. Ingrid Cotta Member Non-Executive and Non-Independent Director

The Company Secretary of the Company shall act as the Secretary of the Nomination and Remuneration Committee.

The scope, functions and the terms of reference of the Nomination and Remuneration Committee is in accordance with the Section178 of the Companies Act, 2013 read with Regulation 19 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Set forth below are the terms of reference of our Nomination and Remuneration Committee.

a. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to th eboard of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees; b. formulation of criteria for evaluation of performance of independent directors and the board of directors; c. devising a policy on diversity of board of directors; d. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance withthe criteria laid down, and recommend to the board of directors their appointment and removal. e. To extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation ofindependent directors.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises:

NAME OF DIRECTOR NATURE OF DIRECTORSHIP STATUS IN COMMITTEE
Mr. Blaise Lawrence Costabir Chairman Non- Executive and Independent Director
Mr. Ephrem Frederick Mendanha Member Non- Executive and Independent Director
Mr. Edwin E R Cotta Member Whole Time Director

The Company Secretary of the Company shall act as the Secretary of the

Stakeholders Relationship Committee. Set forth below are the terms of reference of our Stakeholders Relationship Committee.

? To look into the redressal of grievances of shareholders, debenture holders and other security holders; ? To investigate complaints relating to allotment of shares, approval of transferor transmission of shares; ? To consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares,non-receipt of annual report, non-receipt of declared dividends; and ? To carry out any other function as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 as and when amended from time to time."

29. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under Regulation 17(10), 25(4) and other applicable provisions of the SEBI (LODR) Regulations.

Independent Directors:

The performance of each independent director was evaluated by the entire Board of Directors (in the absence of the director getting evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders, etc. The Board was of the unanimous view that every Independent Director was a reputed professional and brought his rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all Independent Directors in guiding the management to achieving higher growth and continuance of each independent director on the Board will be in the interest of the Company.

Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders etc. The Board was of the unanimous view that all the non-independent directors were providing good business and people leadership.

30. COMPANYS POLICY RELATING TO PAYMEMT OF REMUNERATION TODIRECTORS

The Board determines the remuneration payable to the Executive Directors taking into account their qualification, expertise and contribution and based on recommendations of the Nomination and Remuneration Committee. Non- Executive Directors are eligible to receive sitting fees for attending Board / Committee Meetings as decided by the Board within the limits prescribed under the Companies Act, 2013.

The Remuneration policy of the Company is as under:

Remuneration to Non Executive Directors:

A Non-Executive Director is eligible to receive sitting fees for each meeting of the Board or Committee of the Board attended by him/her, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Act and the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014.

Remuneration to Executive Directors:

The Board in consultation with the Nomination & Remuneration Committee decides the structure for 49 Executive Directors. On the recommendation of the Nomination

& Remuneration Committee the Remuneration paid/payable is approved by the

Board of Directors and by the members in the General Meeting in terms of provisions applicable from time to time.

31. RESPONSIBILITIES OF COMPLIANCE OFFICER

The compliance officer of the listed entity shall be responsible for:

a. Ensuring conformity with the regulatory provisions applicable to the listed entity in letter and spirit. b. Co-ordination with and reporting to the Board, recognized stock Exchange and depositories with respect to compliance with rules, regulations and other directives of these authorities in manner as specified from time to time. c. Ensuring that the correct procedures have been followed that would result in the correctness, Authenticity and comprehensiveness of the information, statements and reports filed by the listed entity under these regulations. d. Monitoring email address of grievance redressal division as designated by the listed entity for the purpose of registering complaints by investors.

32. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the financial year ended 31st March, 2020 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors had prepared the accounts for the financial year ended 31st March,

2020 on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the

Company and that such internal financial controls are adequate and were operating effectively. f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

33. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL

POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate till the date of this report.

34. LISTING FEES:

The Annual Listing Fees for the Financial Year 2020-2021 have been paid to the aforesaid Stock Exchange.

35. DEMATERIALIZATION OF SHARES AND LIQUIDITY

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No. INE004Z01011has been allotted for the Company. 100% of the Companys Paid-up Share Capital is in dematerialized form as on 31st March, 2020

Further the Company does not have any Equity shares lying in the Suspense Account.

36. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

SEBI vide circular dated 3rd June, 2011 introduced SCORES, i.e., SEBI Complaints Redress System the system of processing of investors complaints in a centralized web-based complaints redress portal known as ‘SCORES. The salient features of this system are: centralized database of all Complaints, online upload Action Taken Reports (ATRs) by concerned Companies and online viewing by investors of action taken on the complaints and its current status. The Company is registered with SEBI under the SCORES system and as on date of the preparation of Annual Report the same is NIL.

37. CORPORATE IDENTIFICATION NUMBER

The Companys CIN as allotted by the Ministry of Corporate Affairs ("MCA") is

L55101GA1990PLC001100.

38. INTERNAL AUDITORS

The Company has appointed M/s. Dilraj Kalangutkar & Co, Chartered Accountants, Goa as Internal Auditors of the Company for financial year 2020-21.

39. INTERNAL FINANCIAL CONTROLS & RISK MANAGEMENT

Pursuant to the provisions of Section 177(4) & Section 134(3)(n) of the Companies Act, 2013, the Board has developed Internal Finance Control Policy to identify and mitigate risks. The provisions of Regulation 21 of SEBI Listing Regulations 2015 pertaining to Risk Management Committee are not applicable to the company.

40. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its operations, the Company has formulated Vigil Mechanism Policy. This policy aspires to encourage all employees to report suspected or actual occurrence of illegal, unethical or inappropriate events (behaviors or practices) that affect Companys interest/image.

41. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees etc.) are covered under this policy. Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules 16 thereunder, the Company has not received any complaint of sexual harassment during the year under review.

Number of cases pending as on the beginning of the financial year Nil
Number of complaints filed during the financial year Nil
Number of cases pending for more than 90 days Nil
Number of cases pending at the end of end of the financial year Nil
Nature of action taken by the employer or District Officer NA

42. COMPLIANCES REGARDING INSIDER TRADING

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prohibition of insider trading, as approved and adopted by the Directors and designated Employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information during the period of Trading Window Closure. The Board is responsible for implementation of the Code. All Board of Directors and designated employees have confirmed compliance with the Code.

43. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by Institute of Company Secretaries of India on Meeting of Board of Directors and General Meetings.

44. CODE OF CONDUCT

Regulations 17(5) of the SEBI (LODR) Regulations, 2015, requires listed Companies to lay down a Code of Conduct for its Directors and Senior Management, incorporating duties of Directors as laid down in the Companies Act, 2013. The Board has adopted a Code of Conduct for all Directors and Senior Management of the Company.

45. ACKNOWLEDGEMENTS

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

For and on behalf of the Board of Directors

Sd/-
Edwin E R Cotta
Chairman & Wholetime Director
Date: 26.11.2020
Place: GOA