Equity Analysis

To

The Members,

MACKINNON MACKENZIE AND CO LIMITED

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:

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:

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:

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:

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.

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:

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.

(B) Technology absorption-

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