Mackinnon Mackenzie & Company Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors present the 74th Annual Report together with audited financial statements of the Company for the financial year ended 31st March 2025.

FINANCIAL PERFORMANCE:

The Financial performance of your Company for the year ended March 31,2025 is summarized below:

(Amount in Rs.in Lakhs)
Particulars	For the Year	For the Year
	31.03.2025	31.03.2024
Revenue from Operations	20.03	31.56
Other Income	24.80	24.80
Total Income	44.83	56.36
Finance Cost	1.90	0.07
Depreciation and amortization expense	0.24	0.30
Other Expense	59.35	120.55
Profit/(Loss) before Tax and Exceptional item	(16.66)	(64.56)
Exceptional Items - Expenses	-	3032.00
Profit/(Loss) after Tax	(16.66)	(3096.56)
Less: Tax expenses
Profit/(Loss) after Tax	(16.66)	(3096.56)

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which effect the financial position of the Company.

REVIEW OF OPERATIONS & STATE OF AFFAIRS:

The Company was established to engage in Shipping & Logistic business. However, the Company does not have any business operations since last few years, except for rental income which forms part of revenue from operations. During FY 24-25, your Company''s total income was Rs 44,83,000 as against Rs. 56,36,000 Lakhs in previous year and Net Loss before tax & exceptional item of Rs. 16,66,000 Lakhs as against Net Loss before Tax of Rs. 64,56,000 Lakhs during previous year. Accordingly, Company''s Net Loss after Tax and Exceptional Item was Rs. 16,66,000 Lakhs as against Net Loss after Tax of Rs 30,96,56,000 Lakhs during the previous year.

TRANSFER TO RESERVES & DIVIDEND:

During the year under review, no amount has been transferred to the General Reserves. Further, in view of the losses incurred during the year as well as the accumulated losses, the Board of Directors has not recommended any dividend for the financial year 2024-25.

LISTING & ALTERATION OF SHARE CAPITAL:

The Company''s equity shares are listed on the Stock Exchanges. The Authorised, Issued and Subscribed Share Capital of the Company stands at ?24,86,110/- comprising 2,47,222 equity shares of ?10/- each, fully paid-up, and 2,778 equity shares of ?10/- each, paid-up to the extent of ?5/- per share and subsequently forfeited.

There was no change in the Share Capital of the Company during the year under review. Trading in the equity shares of the Company continues to remain suspended on all Stock Exchanges on account of procedural reasons and non-payment of listing fees. Further, the equity shares of the Company have not been admitted for dematerialisation with either of the depositories. M/s. Satellite Corporate Services Pvt. Ltd. continues to act as the Registrar & Share Transfer Agent of the Company.

CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations'') the Corporate Governance provisions as specified in Regulations 17 to 27 and clause (b) to (i) and (t) of

Regulation and Para C, D and E of Schedule V of the Listing Regulations shall not apply to the Company. However relevant Corporate Governance disclosures are appropriately included in this Report as Annexure A. Further, the Management Discussions and Analysis Report is annexed to this report as Annexure B.

DIRECTORS AND KEY MANGERIAL PERSONNEL:

As on the date of this report, your Board comprised of Three (3) Directors, including two (2) Independent Directors and one (1) Non-Executive Non-Independent Women Director and the manager. Constitution of the Board as on March 31,2025 is in compliance with the requirements of Companies Act, 2013. The provisions of Regulation 17 of SEBI Listing Regulations, relating to composition of Board of Directors is not applicable to the Company.

The Board of Directors of your Company comprises the following Directors, as on March 31st, 2025:
Sr. No	Name of Director	DIN	Designation
1	Mr. Jimmy Naval Guzdar	01186794	Independent Director
2	Mrs. Dipali Divyul Joshi	09561518	Non-Executive Director
3	Mr. Nandkishor Yashwant Joshi	09324612	Independent Director

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Dipali Divyul Joshi (DIN: 09561518) NonExecutive Non-Independent Women Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

Your Board recommends her re-appointment for approval of Shareholders as she does not suffer from any disqualification as prescribed u/s. 164 of the Companies Act, 2013. A resolution seeking the approval of the shareholders for her re-appointment forms part of the Notice convening the 74th Annual General Meeting scheduled to be held on September 26, 2025.

CHANGES IN KEY MANAGERIAL PERSONNEL:

During the year under review, the Board of Directors, at its meeting held on July 11,2024, appointed Mr. Ashok Joshi as the Manager of the Company for a period of five (5) years commencing from June 1,2024 to May 31, 2029, which was subsequently approved by the Members at the Annual General Meeting held on September 30, 2024.

Further, Mrs. Harshita Kaushal Shukla (ACS-65238), Company Secretary and Compliance Officer of the Company, tendered her resignation with effect from March 13, 2025. Thereafter, Mrs. Bhakti Harsh Dalmia (ACS-67958) was appointed as the Company Secretary and Compliance Officer with effect from June 1,2025. However, she resigned from the said position with effect from July 25, 2025 to pursue better career prospects.

Accordingly, the Key Managerial Personnel of the Company as on March 31, 2025 are as under:
Sr. No.	Name of Key Managerial Personnel	Designation
1	Mr. Rangaswamy Krishnaswamy	Chief Financial Officer
2	Mr. Ashok Joshi	Manager

BOARD COMMITTEES

Pursuant to the requirement under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted Committees of the Board i.e., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

A) Audit Committee:

As at March 31,2025, the Audit Committee constituted as per Section 177 of the Companies Act, 2013 comprised of three (3) Directors including two (2) Independent Directors and one (1) Non-Executive Director. During the year under review Audit Committee met six (6) times on 22nd May 2024, 1st July 2024, 11th July 2024, 14th August 2024, 14th November 2024 and 31st January 2025.

The scope and terms of reference of the Audit Committee are in line with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The broad terms of reference of the Committee include:

• Recommendation of appointment, remuneration, other terms Statutory / Internal Auditors and discussion with internal auditors of any significant findings and follow up there on;

• Reviewing and monitoring the auditor''s independent and performance, and effectiveness of the audit process;

• Reviewing with the management, the quarterly/half yearly/yearly financial statements before submission to the board for approval;

• Oversight of Company''s financial reporting process and reviewing disclosures to ensure that the financial statement is correct, sufficient and credible

• Approval or any subsequent modification of transactions proposed to be entered into with related parties;

• Scrutiny of inter-corporate loans and investments

• Valuation of undertakings or assets of the entity, wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Reviewing the functioning of the whistle blower mechanism;

• Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate.

B) Nomination and Remuneration Committee

As at March 31,2025, the Nomination and Remuneration Committee constituted as per Section 178 of the Companies Act, 2013 comprised of two (2) Independent Directors and one (1) Non-Executive Non-Independent Director. During the year under review, the Committee met One (1) time on 11th July 2024.

The Scope and Terms of reference of Nomination and Remuneration Committee are in line with the provisions of Section 178

of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The broad terms of reference of the Committee include:

• Formulation of criteria for evaluation of performance of independent directors and the Board of directors;

• Devising a policy on diversity of Board of Directors;

• Identifying and recommending persons who are qualified to become directors and who may be appointed in senior management;

• Specify criteria for effective evaluation of the performance of the Board, Board Committees and Directors;

• Recommending to Board a policy, relating to remuneration for the director, key managerial personnel and other employee;

• Determining remuneration to directors, key managerial personnel and senior management.

C) Stakeholders Relationship Committee

As at March 31,2025, the Stakeholders Relationship Committee constituted as per Section 178 of the Companies Act, 2013 comprised of three (3) Directors, including two (2) Independent Directors Mr. Nandkishor Joshi and Mr. Jimmy Guzdar and one (1) Non-Executive Non-Independent Director Ms. Dipali Joshi.

During the year under review, the Committee met three (3) times on 05th July 2024, 18th July 2024 and 21st March 2025.

There was no investor complaint outstanding at the beginning of the year, none received during the year and none pending as at the end of the year.

Terms or reference and role of Stakeholder Relationship Committee are in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The scope of the Committee broadly includes:

• Resolving grievances of security holders including complaints related to transfer /transmission, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;

• Reviewing the measures taken for effective exercise of voting rights by shareholders;

• Reviewing the adherence to the service standards adopted by the Registrar & Share Transfer Agent in connection with various services being rendered by it to the Company;

Your Board confirms that all the recommendations of the Board Committees, wherever applicable, were accepted by the Board during the year under review.

PARTICULARS OF EMPLOYEES:

There were only three (3) employees in the Company as at March 31,2025. None of the employees draw remuneration in excess of limits prescribed under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Remuneration Managerial Personnel) Rules, 2014. The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure C.

INDEPENDENT DIRECTORS:

a) Declaration by Independent Directors under sub-section (6) of section 149:

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of SEBI Listing Regulations, the Independent Directors have submitted annual declarations confirming that they are eligible to continue as Independent Director(s) of the Company. Your Board confirms that the Independent Directors fulfil the conditions specified in SEBI Listing Regulations and are independent of Management.

Based on disclosures and confirmations provided by all Directors, your Board confirms that none of the Directors of the Company are disqualified to act/continue as Directors of the Company. The certificate confirming the same issued by the Secretarial Auditor of the Company forming part of this Annual report is annexed as Annexure D.

Except for Ms. Dipali Joshi who is relative of Mr. Ashok Joshi, no Directors are related inter se. Further all directors have financial and accounting knowledge. None of the Directors of the Company are Director in any other Listed entities or Member / Chairperson of any statutory Board Committees of other Listed entities.

b) Familiarization programme for Independent Directors:

The Company proactively keeps its directors informed of the activities of the Company, its management and operations and provide an overall industry perspective as well as issues being faced by the industry.

c) Terms and conditions of appointment:

The terms & conditions of appointment of Independent Director stipulates under section 149, 150 and 152 of the Companies Act 2013 read with ‘Guidelines for Professional Conduct'' pursuant to Schedule IV to the Act. The details of such terms are available on the website of the company at Mackinnon Mackenzie & CO. LTD.

PERFORMANCE EVALUATION:

The Board of Directors have carried out an annual evaluation of its own performance including various committees, and individual directors pursuant to the provisions of the Companies Act 2013.

During the year under review, as per Schedule IV of the Companies Act, 2013 and SEBI Listing Regulations, Independent Directors of the Company at a separate meeting held on January 31,2025, without the presence of other Directors and Management had evaluated performance of Non-Executive Directors, Board, Board Committees and the flow of information between the Company and Board.

The performance of Independent Directors was evaluated and taken on note by the Board at the Meeting held on May 22, 2024. The evaluation process was based on set criteria which inter alia included attendance and participation at the meetings etc.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to the constitution of a Corporate Social Responsibility (CSR) Committee, formulation of a CSR Policy, and expenditure towards CSR activities are not applicable to the Company, as it does not meet the prescribed thresholds under the said provisions.

POLICIES:

Code of Conduct

The Board of Directors has adopted Code of Conduct for the Directors and Senior Management. The said Code has been communicated to all the Directors and Members of Senior Management, and they have affirmed their compliance with the Code of Conduct as approved and adopted by the Board of Directors. A declaration to the effect that the Directors and Senior Managerial Personnel have adhered to the same, signed by the Chairman of the Board is as mentioned herein. Copy of the Code has been uploaded on the Company''s website.

Declaration on compliance with code of conduct

I confirm that the Company has obtained from all Directors and Senior Management Personnel of the Company their affirmation of compliance with the Code of Conduct for Members of the Board and Senior Management of the Company for the financial year ended March 31,2025.

Whistle Blower & Vigil Mechanism Policy

The Board of Directors had adopted the Whistle Blower and Vigil Mechanism policy to deal with instances of fraud and mismanagement, if any. Copy of the Policy is available in Investor section of the Company website. The policy has been functioning effectively, and no Personnel was denied access to the Audit Committee.

Policy on Related Party Transaction

All related party transactions entered into during the year were approved by the Audit Committee and/or Shareholders wherever application. The Company has adopted the Policy on Related Party Transactions in line with the requirement of Act as amended from time to time, which is available on the website of the Company. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

All contracts, arrangements and transactions entered by the Company with related parties during FY 2024-25 (including any material modification thereof), were in the ordinary course of business and on an arm''s length basis which does not require to be disclose in Form AOC-2, details relating to related party transactions made by the Company in pursuant to Section 134(3) (h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 and disclosure as required by the applicable accounting standards have been made in the Notes to the financial statements.

Policy on Directors’ appointment and remuneration and other details

The Companies policy on appointment of Directors is available on website of the Company.

Policy for determination of materiality of event of information

The objective of this Policy is to assist the employees of the Company in identifying potential material events or information in an objective manner that may originate at the ground level which can be promptly escalated and reported to the authorised Key Managerial Personnel or other officers of the Company, as specified in this Policy, for determining the materiality of the said event or information and for making necessary disclosure to the BSE Limited.

Fair disclosure policy

Code of practices and procedures for Fair Disclosure of unpublished price sensitive information (UPSI) which would be followed by the Company for disclosure of UPSI. Fair Disclosure Policy shall be binding upon all the employees, officers, directors and the persons authorised to speak on behalf of the Company.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Associate or any Joint venture for the period under review. Further, there was no acquisition or divestment made during the year.

AUDITORS:

A) Statutory Auditor and Audit Report:

During the year under review, subsequent to the issuance of the Audit Report for FY 2023-24, M/s. Gupta Ravi & Associates, Chartered Accountants, resigned as Statutory Auditors of the Company with effect from July 3, 2024, due to the closure of their Mumbai office. The casual vacancy caused in the office of Statutory Auditors was filled by the Board, based on the recommendations of the Audit Committee, by appointing M/s. J M & Associates, Chartered Accountants, a Peer-Reviewed Firm (PR No. 014571) having Firm Registration No. 011270N, who consented to the appointment and confirmed their eligibility. The appointment was effective from July 11, 2024, and was duly approved by the shareholders at the Annual General Meeting held on September 30, 2024.

Accordingly, in terms of the provisions of Section 139 of the Companies Act, 2013, M/s. J M & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company at the 73rd Annual General Meeting held on September 30, 2024, to hold office until the conclusion of the 78th AGM of the Company.

With reference to the comments/qualifications contained in Auditors'' Report, the position relating to the same has been explained in the Note Nos. 15, 26, 27, 28, 29, 32 & 33 to the Notes to Financial Statements and the same are self-explanatory.

Further, your Directors wish to convey that, most of the audit qualifications are due to continuing losses and lack of business operations. However, your Board have made reasonable effors for complying with major requirments in the given constraint circumstances. During the year under review, the Statutory Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

B) Internal Auditor:

Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 M/s. Sachin P. Mulgaonkar & Co. Charted Accountant having (Firm Registration Number: 108945W) as Internal Auditor of the Company for the Financial Year 2024-25.

C) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Board of Directors appointed M/s. M P Sanghavi & Associates LLP, Company Secretaries (Firm Reg No. L2020MH007000) a Peer reviewed Firm as Secretarial Auditor for FY 2024-25. The report from the Secretarial Auditor forming part of this Annual report, annexed as Annexure E is qualified.

Details of qualification of Secretarial Auditor along with response from the Directors is as mentioned herein:

Sr	Qualification / Observation	Director’s Comments
1	The Company being entity listed on Stock Exchanges was required to facilitate dematerialisation of its Equity Shares by admitting its Securities for Dematerialisation with Depositories. However, the Company''s Equity Shares are not admitted for dematerialisation with any of the Depositories.	The process of admitting Company''s Shares for dematerialisation could not be completed since the Company''s Shares are suspended from trading on Stock Exchanges
2	The Company has not paid Listing Fees. Accordingly for non-payment of Listing Fees and for other procedural reasons, Company''s Shares are suspended for Trading on Stock Exchanges.	Non-payment of Listing fees is due to cash crunch and financial position of the Company.
3	Company''s Website as require to be maintained under Regulation 46 of SEBI LoDr is not updated	The Company has recently initiated the process of updating its website. Same was stuck/delayed to vendor payment issues.
4	Company failed to publish extract of Quarterly / HalfYearly / Annual financial results in newspaper and hence in non-compliance with Regulation 47 of SEBI LODR	Due to cash crunch and financial position, extract of results was not published in Newspaper. However same was sent to Stock Exchanges and are available for public information.
5	The Company had received a notice from Bombay Stock Exchange (bSe Limited) imposing fine of Rs. 11800/- for non-submission of the voting results as per Regulation 44(3) in XBRL mode within prescribed time limit.	The Company has filed a waiver application with BSE Limited requesting relaxation from the said penalty.

D) Cost auditor:

The requirement of maintenance of Cost Records or appointment of Cost Auditor is not applicable to the Company. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013, draft of Annual Return for the FY 2024-25 is uploaded on the Company''s website and can be accessed at https://www.mmclimited.in/

DEPOSITS

The Company has neither accepted nor renewed any public deposits under Chapter V of the Act and the rules made thereunder. LOAN GUARANTEE & INVESTMENT

During the year under review, the Company has not given any Loans, Guarantees/security or made Investments as covered under Section 186 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROL

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditor and the Internal Auditor of the Company on the inefficiency or inadequacy of such controls.

INTERNAL CONTROL SYSTEM

The Company has in place proper and aadequate internal control systems commensurate with the nature of the Company''s business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems

comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors have established proper systems to ensure compliance with the Secretarial Standards I and II, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013, relating to Board Meetings and General Meetings respectively. The Board further confirms that such systems are adequate and operating effectively.

RISK MANAGEMENT

In line with the scale of operations, your Board has established processes for managing risks with the objective of enhancing shareholders'' value and ensuring an optimum risk-reward trade-off. The Company has put in place a comprehensive mechanism to identify, assess, monitor, and mitigate various risks associated with its key business objectives.

Pursuant to Regulations 17 and 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has adopted a Risk Management Policy. The policy is designed to provide a structured framework for risk identification and assessment, disciplined monitoring and measurement, and the implementation of effective mitigation measures on a continuous basis.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013.

Your Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the year under review, the company did not received any complaint on sexual harassment.

Further, the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 in relation to the female employees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN FUTURE

During the year under review, there is no Significant Order passed by the Regulators/ Courts or Tribunals impacting the going concern status and Company and its operations in future. However, attention of members is drawn to Note No. 27 to Notes to Accounts of Financial Statement forming part of the Annual Report, for information relating to contingent liability. Further, there are no proceedings initiated by or against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON THERE OF:

There were no instances during the year attracting this disclosure. However, for details of past assignment of Loans, Members attention is drawn to Note No. 15 of the Notes to Accounts of Financial Statement forming part of the Annual report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

Your Company has not carried any activities relating to the conservation of energy. Your Company has not acquired any technologies during the year under review. Since your Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the with rule (8)(3) of the Companies (Accounts) Rules, 2014 are not applicable to your Company except in respect of Foreign Exchange Earnings.

Further, during the year under review, your Company earned foreign exchange of ?0.98 Lakhs, with no foreign exchange outgo. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, with respect to Directors'' Responsibility Statement, your Directors hereby state and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) Your directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of your Company as on March 31, 2025 and of the loss of your Company for that year.

c) Your directors have 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, if any;

d) The annual accounts have been prepared on a going concern basis;

e) Your directors had laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively.

f) Your directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS:

Your Board places on record its sincere thanks to all stakeholders for their continued support.

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Mar 31, 2024

Your directors present the 73^rd Annual Report together with audited financial statements of the Company for the financial
year ended 31^st March 2024.

FINANCIAL PERFORMANCE:

The Financial performance of your Company for the year ended March 31,2024 is summarized below:

Particulars	For the Year	For the Year
	31.03.2024	31.03.2023
Revenue from Operations	31.56	27.38
Other Income	24.80	24.97
Total Income	56.36	52.35
Total Expense	120.91	210.39
Profit/(Loss) before Tax and Exceptional item	(64.56)	(158.04)
Exceptional Items - Expenses	3032.00	-
Profit/(Loss) after Tax	(3096.56)	(158.04)

There have been no material changes and commitments that have occurred after close of the financial year till the date of
this report, which effect the financial position of the Company.

REVIEW OF OPERATIONS & STATE OF AFFAIRS:

The Company was established to engage in Shipping & Logistic business. However the Company does not have any
business operations since last few years, except for rental income which forms part of revenue from operations During fY
23-24, your Company''s total income was Rs. 56.36 Lakhs as against Rs. 52.35 Lakhs in previous year. Operations during
the year resulted in Net Loss before tax & exceptional item of Rs. 64.56 Lakhs as against Net Loss before Tax of Rs. 158.04
Lakhs during previous year. As detailed in Note No. 27, the exceptional item of Rs. 3032 Lakhs, during the year relates
to Rs. 3000 Lakhs paid for the full and final settlement of workers'' dues as per the Hon''ble Supreme Court''s order dated
August 23, 2022 and balance Rs. 32 Lakhs represents appropriation of the Company''s deposit, previously placed with the
Registrar of Bombay High Court, towards workmen dues under legal proceedings. Accordingly, Company''s Net Loss after
Tax and Exceptional Item was Rs. 3096.56 Lakhs as against Net Loss after Tax of Rs. 158.04 Lakhs during the previous year.

TRANSFER TO RESERVES & DIVIDEND:

During the year under review, there was no amount transferred to General Reserves. Further in view of losses during the
year and carried forward losses your Board could not recommend any dividend for FY 2023-24.

LISTING & ALTERATION OF SHARE CAPITAL:

Company''s Shares are Listed on Stock Exchanges.. The Authorised issued and Subscribed Share Capital of the Company
is Rs. 24,86,110/- comprising of 2,47,222 Equity Shares of Rs. 10 each fully Paid-up and 2,778 Equity Shares of Rs. 10
each paid-up to extent of Rs. 5 per shares, forfeited. There were no changes in the Share Capital of the Company during
the year under review. Trading of Company''s Shares is suspended from all Stock Exchanges for procedural reasons and
non-payment of Listing Fees. Company''s Shares have not been admitted for Dematerialsation with any of the Depository
and M/s. Satellite Corporate Services Pvt Ltd continues to be Registrar & Share Transfer Agent of the Company.

CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing
Regulations'') the Corporate Governance provisions as specified in Regulations 17 to 27, Regulation 46(2) (b) to (i) and (t)
and Para C, D and E of Schedule V of the Listing Regulations shall not apply to the Company. However relevant Corporate
Governance disclosures are appropriately included in this report. Management Discussions and Analysis Report is annexed
to this report as Annexure C.

DIRECTORS AND KEY MANGERIAL PERSONNEL

As at March 31,2024, your Board comprised of three (3) Directors, including two (2) Independent Directors Mr. Nandkishor
Yashwant Joshi and Mr. Jimmy Naval Guzdar and one (1) Non-Executive Non-Independent Women Director Mrs. Dipali
Divyul Joshi. Constitution of the Board as at March 31,2024 is in compliance with the requirements of Companies Act, 2013.
The provisions of Regulation 17 of SEBI Listing Regulations, relating to composition of Board of Directors is not applicable
to the Company. During the year under review, Mr. Abbas Lakdawalla resigned from the position as Non-Executive Director
with effect from November 30, 2024.

Pursuant to Section 152 of Companies Act, 2013, Mrs. Dipali Divyul Joshi is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible offers herself for re-appointment. Your Board recommends her re-appointment for approval
of Shareholders. Mrs. Dipali Divyul Joshi does not suffer from any disqualification as prescribed u/s. 164 of the Companies
Act, 2013 from being re-appointed as Director of the Company liable to retire by rotation.

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of SEBI Listing Regulations, the Independent
Directors have submitted annual declarations confirming that they are eligible to continue as Independent Director(s) of the
Company. Your Board confirms that the Independent Directors fulfil the conditions specified in SEBI Listing Regulations and
are independent of Management.

Based on disclosures and confirmations provided by all Directors, your Board confirms that none of the Directors of the
Company are disqualified to act/continue as Directors of the Company. The certificate confirming the same issued by the
Secretarial Auditor of the Company forming part of this Annual report is annexed as Annexure D.

Except for Ms. Dipali Joshi who is relative of Mr. Ashok Joshi, no Directors are related inter se. Further all directors have
financial and accounting knowledge. None of the Directors of the Company are Director in any other Listed entities or Member
/ Chairperson of any statutory Board Committees of other Listed entities.

As at March 31,2024, Mr. Ashok Joshi, Mr. Rangaswamy Krishnaswamy and Mrs. Harshita Kaushal Shukla are Key Managerial
Personnel of the Company in the category of Manager, Chief Financial Officer and Company Secretary, respectively of the
Company. During the year under review, Ms. Rahima Shaikh resigned as Company Secretary of the Company w.e.f. July
25, 2023 and Mrs. Harshita Kaushal Shukla was appointed as Company Secretary & Compliance Officer of the Company
w.e.f. December 1,2023.

The Board of Directors of the Company at the Meeting held on July 11,2024, had based on recommendations of the Nomination
& Remuneration Committee and subject to approval of the Shareholders, approved re-appointment of Mr. Ashok Joshi as
Manager for a period of Five (5) years from June 1,2024 to May 31,2029. A proposal seeking Shareholders approval for
re-appointment of and payment of remuneration to Mr. Ashok Joshi as Manager of the Company, forms part of the Notice of
the ensuing Annual General Meeting. Your Board recommends the said proposal for approval of the Shareholders.

NUMBER OF BOARD MEETINGS & ATTENDANCE OF DIRECTORS

During FY 23-24, your Board of Directors met 6 (six) times on 29^th May 2023, 10^th August 2023, 4^th September 2023, 20^th
October 2023, 29^th November 2023 and 12^th February 2024. Board Meeting held on 9^th November 2023 was adjourned due
to lack of quorum and reconvened on November 29, 2023. Except for the above, all other Board Meetings had requisite
quorum. Details of attendance of Directors at the Board Meeting and at the Annual General Meeting held on 29^th September
2023 is as mentioned herein:

	Board Meeting						AGM
Name	29.05.23	10.08.23	04.09.23	20.10.23	29.11.23	12.02.24	29.09.23
Abbas Lakdawalla	No	Yes	No	Yes	Yes	NA	Yes
Nandkishor Joshi	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Dipali Joshi	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Jimmy Guzdar	Yes	Yes	Yes	Yes	Yes	Yes	Yes

PERFORMANCE EVALUATION

During the year under review, as per Schedule IV of the Companies Act, 2013 and SEBI Listing Regulations, Independent
Directors of the Company at a separate meeting held on March 6, 2024 without the presence of other Directors and
Management had evaluated performance of Non-Executive Directors, Board, Board Committees and the flow of information
between the Company and Board. The performance of Independent Directors was evaluated by the Board at the Meeting
held on February 12, 2024. The evaluation process was based on set criteria which inter alia included attendance and
participation at the meetings etc.

BOARD COMMITTEES
Audit Committee

As at March 31,2024, the Audit Committee constituted as per Section 177 of the Companies Act, 2013 comprised of three
(3) Directors including two (2) Independent Directors and one (1) Non-Executive Director. During the year under review
Audit Committee met five (5) times on 29^th May 2023, 10^th August 2023, 4^th September 2023, 29^th November 2023 and 12^th
February 2024. Audit Committee Meeting held on 9^th November 2023 was adjourned due to lack of quorum and reconvened
on November 29, 2023.

The composition of the Audit Committee as at March 31,2024 and particulars of attendance by the members at the meetings
of the Audit Committee held in FY 2023-24 are given below:

Name	Category of Director	Number of Meeting
		Held	Attended
Nandkishor Joshi	Independent Director	5	5
Jimmy Naval Guzdar	Independent Director	5	5
Dipali Divyul Joshi	Non-Executive Director	5	4

Scope and Terms of reference of Audit Committee is as per Listing regulation and Section 177 of Companies Act, 2013 and
broadly includes:

• recommendation of appointment, remuneration, other terms Statutory / Internal Auditors and discussion with internal
auditors of any significant findings and follow up there on;

• review and monitor auditor''s independent and performance, and effectiveness of the audit process;

• reviewing with the management, the quarterly/half yearly/yearly financial statements before submission to the board
for approval;

• oversight of Company''s financial reporting process and reviewing disclosures to ensure that the financial statement is
correct, sufficient and credible

• approval or any subsequent modification of transactions proposed to be entered into with related parties;

• scrutiny of inter-corporate loans and investments

• valuation of undertakings or assets of the entity, wherever it is necessary;

• evaluation of internal financial controls and risk management systems;

• to review the functioning of the whistle blower mechanism;

• approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of
the candidate;

Nomination and Remuneration Committee

As at March 31,2024, the Nomination and Remuneration Committee constituted as per Section 178 of the Companies Act,
2013 comprised of two (2) Independent Directors and one (1) Non-Executive Non-Independent Director. During the year
under review, the Committee met two (2) times on 10th August 2023 and 20th October 2023

The composition of the Nomination and Remuneration Committee as at March 31,2024 and particulars of attendance of
the members at the Committee meetings held in FY 2023-24 are given below:

Name	Category of Director	Number of Meeting
		Held	Attended
Nandkishor Joshi	Independent Director	2	2
Jimmy Naval Guzdar	Independent Director	2	2
Dipali Divyul Joshi	Non-Executive Director	2	2

The Scope and Terms of reference of Nomination and Remuneration Committee is as per Listing regulation and Section
178 of Companies Act, 2013 broadly includes:

• formulation of criteria for evaluation of performance of independent directors and the Board of directors;

• devising a policy on diversity of Board of Directors;

• identifying and recommending persons who are qualified to become directors and who may be appointed in senior
management;

• specify criteria for effective evaluation of the performance of the Board, Board Committees and Directors;

• to recommend to Board a policy, relating to remuneration for the director, key managerial personnel and other employee;

• to determine remuneration to directors, key managerial personnel and senior management
Stakeholders Relationship Committee

As at March 31,2024, the Stakeholders Relationship Committee constituted as per Section 178 of the Companies Act, 2013
comprised of three (3) Directors, including two (2) Independent Directors Mr. Nandkishor Joshi and Mr. Jimmy Guzdar and
one (1) Non-Executive Non-Independent Director Ms. Dipali Joshi. During the year under review, there was no meeting
of Stakeholder Relationship Committee. There was no investor complaint outstanding at the beginning of the year, none
received and none outstanding as at the end of the year.

Terms or reference and role of Stakeholder Relationship Committee as per Listing regulation and Section 178 of Companies
Act, 2013 broadly includes:

• resolving grievances of security holders including complaints related to transfer /transmission, non-receipt of annual
report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;

• review of measures taken for effective exercise of voting rights by shareholders;

• Review of adherence to the service standards adopted by the Registrar & Share Transfer Agent in connection with
various services being rendered by it to the Company;

Your Board confirms that all the recommendations of the Board Committees, wherever applicable, were accepted by the
Board during the year under review.

Corporate Social Responsibility

Section 135 of the Companies Act, 2013 mandating inter alia for constitution of Corporate Social Responsibility (CSR)
Committee or approving CSR policy or making CSR contributions are not applicable to the Company as the Company does
not meet the threshold prescribed under the said provisions.

POLICIES
Code of Conduct

The Board of Directors has adopted Code of Conduct for the Directors and Senior Management. The said Code has been
communicated to all the Directors and Members of Senior Management and they have affirmed their compliance with the
Code of Conduct as approved and adopted by the Board of Directors. A declaration to the effect that the Directors and Senior
Managerial Personnel have adhered to the same, signed by the Chairman of the Board is as mentioned herein. Copy of the
Code has been uploaded on the Company''s website.

DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT

I confirm that the Company has obtained from all Directors and Senior Management Personnel of the Company their
affirmation of compliance with the Code of Conduct for Members of the Board and Senior Management of the Company for
the financial year ended March 31,2024.

MR. NANDKISHOR Y JOSHI
CHAIRMAN
DIN:09324612

Whistle Blower & Vigil Mechanism Policy

The Board of Directors had adopted the Whistle Blower and Vigil Mechanism policy to deal with instances of fraud and
mismanagement, if any. Copy of the Policy is available in Investor section of the Company website. The policy has been
functioning effectively and no Personnel was denied access to the Audit Committee.

Policy on Related Party Transaction

All related party transactions entered into during the year were approved by the Audit Committee and/or Shareholders
wherever application. The Company has adopted the Policy on Related Party Transactions in line with the requirement of
Act as amended from time to time, which is available on the website of the Company. There are no materially significant
related party transactions that may have potential conflict with interest of the Company at large.

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered
by the Company during the year under review with related party(ies) were in ordinary course of business and on arm''s
length terms. The particulars of contract or arrangement with related parties referred to sub section 188(1) in Form AOC-2
is annexed to this report as Annexure A

Policy on Directors’ appointment and remuneration and other details

The Companies policy on appointment of Directors and Remuneration policy is available on website of the Company.
Policy on Documents Preservation

The details of policy can be viewed on the website of the Company.

Insider Trading Code

Copy of Insider Trading Code as required under SEBI (Prohibition of Insider Trading) Regulations is available on Company''s
website.

Policy for determination of materiality of event of information

The objective of this Policy is to assist the employees of the Company in identifying potential material events or information
in an objective manner that may originate at the ground level which can be promptly escalated and reported to the authorised
Key Managerial Personnel or other officers of the Company, as specified in this Policy, for determining the materiality of the
said event or information and for making necessary disclosure to the BSE Limited. The details of policy available in Investor
section on the website of the Company.

Fair disclosure policy

Code of practices and procedures for Fair Disclosure of unpublished price sensitive information (UPSI) which would be
followed by the Company for disclosure of UPSI. Fair Disclosure Policy shall be binding upon all the employees, officers,
directors and the persons authorised to speak on behalf of the Company. The details of fair disclosure of policy can be
viewed on the Website of the Company.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has no Subsidiary/Associate Company or any Joint venture for the period under review. There was no
acquisition or divestment during the year.

AUDITORS:

Statutory Auditors

In terms of provisions of Section 139 of the Act, M/s. Gupta Ravi & Associates, Chartered Accountants (ICAI Registration
Number 006970N) were appointed as Statutory Auditors of the Company at the 71^st Annual General Meeting (AGM) held
on 30^th September 2022, to hold office till the conclusion of 76^th AGM of the Company.

With reference to the comments/qualifications contained in Auditors'' Report, the position relating to has been explained in
the Note Nos. 15, 26, 27, 28, 29, 32 & 33 to the Notes to Financial Statements and the same are self-explanatory.

Your Directors wish to convey that, most of the audit qualifications are due to continuing losses and lack of business
operations. However, your Board have made reasonable effors for complying with major requirments in the given constraint
circumstances. During the year under review, the Statutory Auditors have not reported any matter under Section 143 (12)
of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Subsequent to the issuance of Audit reports for FY 2023-24, M/s. Gupta Ravi & Associates, Chartered Accountants, resigned
as Statutory Auditor of the Company with effect from July 3, 2024, due to closure of their Mumbai office. The casual vacancy
caused in the office of Statutory Auditors was filled by the Board, based on recommendations of the Audit Committee and
subject to approval of Shareholders, by appointing M/s. J M & Associates, Chartered Accountants, a Peer reviewed Firm (PR
No. 014571) having Firm Registration No. 011270N, who had consented to and confirmed their eligibility, as the Statutory
Auditors of the Company for FY 2024-25, with effect from July 11,2024.

Requisite proposals seeking Shareholders approval for (i) confirmation of appointment of M/s. JM & Associates, Chartered
Accountants as Statutory Auditor, in casual vacancy, for FY 2024-25 made by the Board; and (ii) for their re-appointment
as Statutory Auditor to hold such office for a period of 5 year from conclusion of 73rd Annual General Meeting forms part of
Notice of ensuing Annual General Meeting. Your Board recommends the said proposals for approval of Members.

Internal Auditor:

M/s. Sachin P. Mulgaonkar & Co. (Firm Registration Number: 108945W) continued as Internal Auditor of the Company for
the Financial Year 2023-24.

Secretarial Auditor:

M/s Abbas Lakdawalla & Associates LLP, resigned as the Secretarial Auditor of the Company for FY 2023-24, w.e.f December
12, 2023. The Board of Directors appointed M/s. M P Sanghavi & Associates LLP, Company Secretaries (Firm Reg No.
L2020MH007000) a Peer reviewed Firm as Secretarial Auditor for FY 2023-24. The report from the Secretarial Auditor forming
part of this Annual report, annexed as Annexure E is qualified.

Details of qualification of Secretarial Auditor along with response from the Directors is as mentioned herein:

Sr	Qualification / Observation	Director’s Comments
1	The Company being entity listed on Stock Exchanges was required to facilitate dematerialisation of its Equity Shares by admitting its Securities for Dematerialisation with Depositories. However, the Company''s Equity Shares are not admitted for dematerialisation with any of the Depositories.	The process of admitting Company''s Shares for dematerialisation could not be completed since the Company''s Shares are suspended from trading on Stock Exchanges
2	The Company has not paid Listing Fees. Accordingly for non-payment of Listing Fees and for other procedural reasons, Company''s Shares are suspended for Trading on Stock Exchanges.	Non-payment of Listing fees is due to cash crunch and financial position of the Company.
3	Company''s Website as require to be maintained under Regulation 46 of SEBI LoDr is not updated	The Company has recently initiated the process of updating its website. Same was stuck/delayed to vendor payment issues
4	Company failed to publish extract of Quarterly / Half¬ Yearly / Annual financial results in newspaper and hence in non-compliance with Regulation 47 of SEBI LODR	Due to cash crunch and financial position, extract of results were not published in Newspaper. However same was sent to Stock Exchanges and are available for public information.
5	The vacancy caused in the Office of Company Secretary & Compliance Officer was not filled within 3 months as mandated in Regulation 6 of SEBI LODR	The vacancy caused in the office of Company Secretary on July 25, 2023 was filled w.e.f. December 1,2023. Since the Company does not have business operations and due to ongoing losses, it was difficult to find replacement within 3 months.
6	Unaudited Financial Statements for the quarter and half year ended on September 30, 2023 was not approved within 45 days from the end of the Quarter as mandated in Regulation 33 of SEBI LODR	Audit Committee & Board Meeting convened on November 9, 2023 inter alia for approval of Unaudited Limited Reviewed Financial Statement for 2nd quarter and half year ended September 30, 2023 was adjourned due to non-availability of quorum and was re-convened and held on November 29 2023, resulting in delay and consequent violation of Regulation 33 of SEBI LODR
7	Statement of Investors complaint and Shareholding Pattern for the quarter ended September 30, 2023, not filed with prescribed time limit resulting in non¬ compliance of Regulation 13 and Regulation 31 of SEBI LODR;	This was inadvertently missed out and filed on August 13, 2024
8	The Company failed to file E-form DPT-3 detailing particulars of Exempted Deposit as at March 31, 2023 resulting in non-compliance of Rule 16/16A of Companies (Acceptance of Deposit) Rules 2014	Same was inadvertently missed out.
9	Till February 21,2024, the Company had maintained Structured Digital Database in Excel, resulting in non-compliance with SEBI PIT Regulations. Further Structured Digital Database (SDD) compliance certificate as per SEBI-PIT Regulations not filed for quarter ending on 30/09/2023.	Currently SDD is maintained as per SEBI PIT regulations. SDD Compliance Certificate for quarter ended on September 30, 2023 was inadvertently missed out and Company is in process of filing the same.

Cost auditor:

The requirement of maintenance of Cost Records or appointment of Cost Auditor is not applicable to the Company.
ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013, draft of Annual Return for the FY 2023-24 is
uploaded on the Company''s website and can be accessed at https://www.mmclimited.in/

DEPOSITS

The Company has neither accepted nor renewed any public deposits under Chapter V of the Act and the rules made thereunder.
LOAN GUARANTEE & INVESTMENT

During the year under review, the Company has not given any Loans, Guarantees/security or made Investments as covered
under Section 186 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROL

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are
adequate. During the year under review, no material or serious observation has been received from the Statutory Auditor
and the Internal Auditor of the Company on the inefficiency or inadequacy of such controls.

INTERNAL CONTROL SYSTEM

Adequate internal control systems commensurate with the nature of the Company''s business, size and complexity of its
operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures
are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals,
compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that
all assets and resources are acquired economically, used efficiently and adequately protected.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards
and that such systems are adequate and operating effectively

PARTICULARS OF EMPLOYEES

There were only three (3) employees in the Company as at March 31,2024. None of the employees draw remuneration in
excess of limits prescribed under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment
and Remuneration of Remuneration Managerial Personnel) Rules, 2014. The information required under the provisions of
Section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to this report as Annexure B.

RISK MANAGEMENT

In line with the scale of operations, your Board has put in place process for managing risk which aims at enhancing
shareholders'' value and providing an optimum risk-reward trade-off.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION,
AND REDRESSAL) ACT, 2013.

Your Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint on sexual
harassment during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS

Except for the order of Hon''ble Supreme Court in connection with the legal proceedings under the Industrial Dispute, as
mentioned herein there are no material orders passed by the Regulators, Courts or Tribunals during the year under review:

60 Clerical workers & 35 subordinate staff were retrenched on 4th August 1992 under the Industrial Dispute Act at Mumbai.
Each one was paid 15 days wages per completed year of service and one month''s notice pay in addition to other dues.

The Industrial Court has given a Judgement against the company. However the company had filed an appeal with the High
Court against the same order, which has been decided against the company. The Hon. Supreme Court had dismissed the
appeal of the company filed against the order of the Hon. Bombay High Court & has directed the company to comply with
the conditions of the award passed by the Industrial Court. The Hon. Supreme Court had passed an order dated 23rd August
2022 directing to sell flats held by it and deposit Rs 30 crore out of the sale proceeds within three months from the date
of the order. The company has deposited Rs 30 crores into the Supreme Court Registry as per the order of Hon. Supreme
Court dated 21st November 2023 accordingly stands discharged from all financial obligations

Members attention is drawn to Note No. 28 to Notes to Accounts of Financial Statement forming part of the Annual Report, for
information relating to contingent liability. There are no proceedings initiated by or against the company under the Insolvency
and Bankruptcy Code, 2016 during the year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT
AND VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASON THERE OF:

There were no instances during the year attracting this disclosure. However, for details of past assignment of Loans, Members
attention is drawn to Note No. 15(1) of the Notes to Accounts of Financial Statement forming part of the Annual report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

Considering the current scale of business operations and industry in which your Company operates, the information in
connection with Conservation of Entergy & Technology Absorption as mentioned herein is Nil/Not Applicable.

i)	the steps taken or impact on conservation of energy	Nil
ii)	the steps taken by the company for utilizing alternate sources of energy;	Nil
iii)	the capital investment on energy conservation equipment	Nil

(B) Technology absorption-

i)	the efforts made towards technology absorption;	Nil
ii)	the benefits derived like product improvement, cost reduction, product development or import substitution;	Nil
iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) viz (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas were absorption; has not taken place, and the reasons thereof; and	Nil
iv)	the expenditure incurred on Research and Development.	Nil

During the year, your Company had Foreign Exchange Earnings is Rs. 2.75 Lakhs . There was no foreign exchange outgo

during the year.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, with respect to Directors'' Responsibility Statement,

your Directors hereby state and confirm that:

a) Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of state of affairs of your Company as at March 31,
2024 and of the loss of your Company for that year.

b) Your Directors have 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, if any;

c) The annual accounts have been prepared on a going concern basis;

d) Your Directors had laid down internal financial controls to be followed by your Company and that such internal financial
controls are adequate and were operating effectively.

e) Your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS:

Your Board places on record its sincere thanks to all stakeholders for their continued support

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
MACKINNON MACKENZIE AND COMPANY LIMITED

NANDKISHOR JOSHI

Place: Mumbai CHAIRMAN

Date: August 14, 2024 DIN: 09324612

---

Mar 31, 2014

To the Members:

The Directors are pleased to inform that in a view of Commencement of New Companies Act 2013, your Company is in process to implement the various provisions, if applicable.

Your Directors submit the 63rd Annual Report of the Company together with the audited statement of accounts for the period ended 31st March 2014.

1. FINANCIAL RESULTS:

The financial results as follow: Year ended Year ended 31.03.2014 31.03.2013 Rs. (Lakhs) Rs. (Lakhs)

1 Income from operations 15.15 15.15

2 Other Income 9.09 19.45

3 Total Income 24.24 34.60

4 Total Expenditure 83.12 100.32

5 Gross Profit/(Loss) before interest (58.88) (65.72)

Depreciation & Tax Less:

(a) Interest 0.36 0.42

(b) Provisions for depreciation 1.80 2.10

(c) Provision for Doubtful Debts - -

Profit/(Loss) before extraordinary/prior period Items & Tax (61.04) (68.24)

Add: (d) Extraordinary/prior period items - -

6 Net Profit/(Loss) before Tax (61.04) (68.24)

7 (a) Provision for Fringe benefit Tax

(b) Add: Profit''(Loss) B/F from earlier year (83398.46) (83330.22)

8 Cumulative Profit/(Loss) (83459.50) (83398.46)

The debit balance in the Profit & Loss Account after considering prior years'' adjustments stands at Rs. 83459.50 Lakhs.

2. DIVIDEND:

In view of the losses suffered by the Company, your Directors do not recommend any Dividend for the year under review.

3. SETTLEMENT:

a) Mumbai office staff:

Company has appealed under a special leave petition in the Supreme Court matter is admitted & awaiting final hearing.

b) Future Business Prospect:

In view of the very adverse financial constraints the prospects of any growth in future business is highly unlikely.

4. QUALIFICATIONS IN AUDITORS'' REPORT:

With reference to the comments contained in Auditors'' Report, the position has been explained in the Notes to the Financial Statements and are self-explanatory. Information Pursuant to Section 217 of the Company''s Act, 1956 is given in item 28 of notes to Financial Statements with Balance Sheet and Profit and Loss Account.

5. DIRECTORS:

Mr. Abbas Lakdawalla, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

6. FIXED DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act 1956 during the year under review.

7. COMPANY RECORDS:

The company is in the process of reconstructing records to the extent possible with respect to the destroyed records as reported in the earlier years.

8. COMPLIANCE CERTIFICATE:

As required under provisions of Section 383A of the Companies Act 1956, Compliance Certificate dated 28th July 2014 from Ms. Divya Momaya, Practicing Company Secretary is annexed.

9. AUDITORS:

M/s. Sachin P. Mulgaokar & Co, Chartered Accountants, Mumbai, who are the Statutory Auditors of the Company retire at the ensuing Annual general and being eligible, have expressed their willingness to continue, if so re-appointed. As required under the provisions of section 139 (1) of Companies Act 2013 & the Companies (Audit & Auditors) rules 2014,your Company has obtained a written Certificate from the Auditors proposed to be re-appointed to the effect that, if appointment is made it shall be in accordance with the conditions as may be prescribed. The Board hereby requests the members to reappoint M/s. Sachin P. Mulgaokar & Co., Chartered Accountants, Mumbai as Auditor for period of Three years from the conclusion of this Annual general meeting till the Annual General Meeting to be held in 2017.

10. DIRECTORS RESPONSIBILITY:

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies Act, 1956, and in respect of the annual accounts for the period under review, the Directors hereby confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) Appropriate accounting policies have been selected and applied consistently and judgment and estimates that are reasonable and prudent have been made 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 loss of the Company for that period.

(iii) Proper and suffcient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken to the best of their knowledge and ability.

(iv) The annual accounts have been prepared on a "going concern basis."

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUT GO:

The Company does not have activities related to conservation of energy and technology absorption. During the year foreign exchange out go was Rs. Nil. The foreign exchange earned during the year was Rs. 80200.

12. PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

13. ACKNOWLEDGEMENT :

Your Directors take this opportunity of thanking the Shareholders, the Company''s Bankers, Auditors, Business Associates, Mumbai Port Trust & Brihan Mumbai Mahapalika Nigam & staff for their co-operation received during the year under review.

On behalf of the Board of Directors CAPT. N.B. JAMNERKAR CHAIRMAN Date : 28th July 2014 (DIN: 00012293) Place : Mumbai

---

Mar 31, 2012

The Directors submit the 61st Annual Report of the Company together with the audited statement of accounts for the period ended 31st March 2012.

1. FINANCIAL RESULTS:

The financial results as follow: -

Year ended Year ended 31.03.2012 31.03.2011 Rs. (Lakhs) Rs. (Lakhs)

1. Income from operations 45.39 68.08

2. Other Income 7.10 8.30

3. Total Income 52.49 76.38

4. Total Expenditure 74.47 89.93

5. Gross Profit/(Loss) before interest (21.98) (13.55)

Depreciation & Tax

Less : (a) Interest 0.10 6788.20

(b) Provisions for depreciation 2.27 2.57

(c) Provision for Doubtful Debts 0.11 0.46

Profit/(Loss) before extraordinary/ prior period Items & Tax (24.46) (6804.78)

Add: (d) Extraordinary/prior period items (2.67)

6. Net Profit / (Loss) before Tax (24.46) (6807.45)

7. (a) Provision for Fringe Benefit Tax -

(b) Add: Profit/(Loss) B/F from earlier year (83305.76) (76498.31)

8. Cumulative Profit/(Loss) (83330.22) (83305.76)

The debit balance in the Profit & Loss Account after considering prior years' adjustments stands at Rs. 83330.22 Lakhs.

2. DIVIDEND:

In view of the losses suffered by the Company, your Directors do not recommend dividend for the year under review.

3. SETTLEMENT :

a) Mumbai office staff:

Company has Appealed under a special leave petition in the Supreme Court mater is admitted & awaiting final hearing.

b) Future Business Prospect:

In view of the very adverse financial constraints the prospects of any growth in future business is highly unlikely.

4. QUALIFICATIONS IN AUDITORS' REPORT:

With reference to the comments contained in Auditors' Report, the position has been explained in the Notes to the Financial statements and are self-explanatory. Information Pursuant to Section 217 of the Company's Act, 1956 is given in item 28 of notes to Financial statements with Balance Sheet and Profit and Loss Account.

5. DIRECTORS:

Mr. Abbas Lakdawalla who was appointed as Director whose terms expires at this AGM offers himself for re-appointment.

6. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public during the year under review.

7. COMPANY RECORDS:

The company is in the process of reconstructing records to the extent possible with respect to the destroyed records as reported in the earlier years.

8. COMPLIANCE CERTIFICATE:

As required under provisions of Section 383A of the Companies Act 1956, Compliance Certificate dated _30-08-2012 from Ms. Divya Momaya, Practicing Company Secretary is annexed.

9. AUDITORS:

The Auditors M/s. Sachin P. Mulgaokar & Co., Chartered Accountants are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

10. DIRECTORS RESPONSIBILITY:

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies Act, 1956, and in respect of the annual accounts for the period under review, the Directors hereby confirm that :

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) Appropriate accounting policies have been selected and applied consistently and judgment and estimates that are reasonable and prudent have been made 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 loss of the Company for that period.

(iii) Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken to the best of their knowledge and ability.

(iv) The annual accounts have been prepared on a "going concern basis."

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUT GO:

The Company does not have activities related to conservation of energy and technology absorption. During the year foreign exchange out go was Rs. Nil. The foreign exchange earned during the year was Rs. 3,26,400 Lakhs.

12. PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

13. ACKNOWLEDGEMENT :

Your Directors take this opportunity of thanking the Shareholders, the Company's Bankers, Auditors, Business Associates, Mumbai Port Trust & Brihan Mumbai Municipal Corporation & their staff for their co-operation received during the year under review.

On behalf of the Board of Directors

CAPT. N.B. JAMNERKAR

CHAIRMAN / DIRECTOR

Date : 30th August 2012.

Place : Mumbai

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Mar 31, 2010

The Directors submit the 59lh Annual Report of the Company together with the audited statement of accounts for the period ended 31st March 2010.

1. FINANCIAL RESULTS:

Your Directors result the financial results as follow:-

Year ended Year ended

31.03-2010 31.03.2009

Rs. (Lakhs) Rs. (Lakhs)

1. Income from operations 68.08 70.55

2. Other Income 9.18 12.30

3. Total Income 77.26 82.85

4. Total Expenditure 59.49 80.40

5. Gross Profit/(Loss) before interest 17.77 2.45

Less:(a) Interest 6592.60 5581.54

(b) Provisions for depreciation 2.86 3.19

(c) Provision for doubtful Debts .38 .43 Profitf(Loss) before extraordinary/ prior period Items & Tax 6578.07 (5582.71) Add: (d) Extraordinary/prior period items —

6. Net Profit / (Loss) before Tax 6578.07 (5582.71)

7. (a) Provision for Fringe Benefit Tax - .65

(b) Add: Profit/(Loss) B/F from earlier year (6578.07) (5583.36)

(64336.88)

8. Cumulative Profit/(Loss) (76498.31) (69920.24)

The debit balance in the Profit & Loss Account after considering prior years adjustments stands at Rs. 76498.31 Lakhs.

2. DIVIDEND:

In view of the losses suffered by the Company, your Directors do not recommend dividend for the year under review.

3. SETTLEMENT WITH BANKS:

a) Negotiation with Bank:

Negotiation with Central Bank is in progress for out of court settlement and your Directors are hopful that this will be concluded.

b) Mumbai office staff:

Company Appealed under special leave petition in the Supreme Court and now admitted & awaiting final hearing.

c) Future Business Prospect:

The Board of Directors are exploring the possibility once the Central Bank issue is settled.

4. QUALIFICATIONS IN AUDITORS REPORT:

With reference to the comments contained in Auditors Report, the position has been explained in the Notes to the Accounts and are self-explanatory. Information Pursuant to Section 217 of the Companys Act, 1956 is given in Schedule 19 with Balance Sheet and Profit and Loss Account.

5. DIRECTORS:

Mr. Abbas Lakdawalla who was appointed as Additional Director whose terms expires at this AGM offers himself for re-appointment.

6. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public during the year under review.

7. COMPANY RECORDS:

The company is in the process of reconstructing records to the extent possible with respect to the destroyed records as reported in the earlier years.

8. COMPLIANCE CERTIFICATE:

As required under provisions of Section 383A of the Companies Act 1956, Compliance Certificate dated30th August 2010 from Ms. Divya Momaya, Practicing Company Secretary is annexed.

9. AUDITORS:

TheAuditorsM/s. Sachin P. Mulgaokar&Co., Chartered Accountants are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

10. DIRECTORS RESPONSIBILITY:

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the period under review. Pursuant to Section 217(2AA) of the Companies Act, 1956, and in respect of the annual accounts for the period under review, the Directors hereby confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) Appropriate accounting policies have been selected and applied consistently and judgment and estimates that are reasonable and prudent have been made 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 loss of the Company for that period.

(iii) Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities have been taken to the best of their knowledge and ability.

(iv) The annual accounts have been prepared on a "going concern basis."

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUT GO:

The Company does not have activities related to conservation of energy and technology absorption. During the year foreign exchange out go was Rs. Nil. The foreign exchange earned during the year was Rs. 3,26,400 Lakhs.

12. PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

13. ACKNOWLEDGEMENT:

Your Directors take this opportunity of thanking the Shareholders, the Companys Bankers, Auditors, Business Associates, Mumbai Port Trust & Brihan Mumbai Municipal Corporation & their staff for their co-operation received during the year under review.

On behalf of the Board of Directors

CAPT. N.B. JAMNERKAR

CHAIRMAN

Date : 30th August 2010.

Place : Mumbai