DIRECTORS’ REPORT

The Board of Directors are pleased to present the Company Annual Report and the Company’s
audited financial statements for the financial year ended 31^st March, 2023.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31^st March, 2023 are as follow:

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANY’S AFFAIR

During the year under review, your Company achieved total revenue from operations of
Rs.5,38,40,000/- (previous year Rs. 3,26,89,967/-)

The loss after tax of Rs. 7,56,000 (previous year loss Rs. 2,34,11,706/-)

4. DIVIDEND

Your Directors do not recommend any divided for the financial year ended 31^st March 2023.

5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and
consolidated Financial Statement is part of the Annual Report.

6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND.

There was no transfer during the year to the Investor Education and Protection Fund in terms of
Section 125 of the Companies Act, 2013.

8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

The information pertaining to conservation of energy, technology absorption, foreign exchange
earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director’s
Report.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks
to key business objectives. Major risks identified by the businesses and functions are
systematically addressed also discussed at the meetings of the Board of Directors of the
Company.

10. INTERNAL CONTROL SYSTEM

The Company’s internal controls system has been established on values of integrity and
operational excellence and it supports the vision of the Company “To be the most sustainable
and competitive Company in our industry”. The Company’s internal control systems are
commensurate with the nature of its business and the size and complexity of its operations.

These are routinely tested and certified by Statutory as well as Internal Auditors and their
significant audit observations and follow up actions thereon are reported to the Audit
Committee.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013

During the year under review, your Company has not made any investment, given any loan or
guarantee falling within the meaning of section 186 of the Companies Act, 2013 and the rules
made thereunder.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arm’s length basis, in the ordinary course of
business and are in compliance with the applicable provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no
materially significant related party transactions made by the Company with Promoters, Directors
or Key Managerial Personnel etc. which may have potential conflict with the interest of the
Company at large or which warrants the approval of the shareholders.

The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section 134 of
the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

However, the details of the transactions with Related Party are provided in the Company’s
financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus
approval is obtained for the transactions which are foreseen and repetitive in nature.

13. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and towards this
end, has adopted a policy in line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All
employees (permanent, contractual, temporary, trainees) are covered under the said policy.

The Company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the
financial year under review, the Company has not received any complaints of sexual harassment
from any of the women employees of the Company.

14. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for
Annual Return Financial Year 2022-23 https://www.machotels.net/annual-reports.php

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board met 5 on 08/06/2022, 08/09/2022, 16/11/2022,
22/12/2022 & 25/02/2023.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company
hereby confirms:

• That in the preparation of the annual accounts, the applicable accounting standards have been
followed and there has been no material departure.

• That the selected accounting policies were applied consistently and the Directors made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as on 31^st March, 2023, and that of the profit of the Company
for the year ended on that date.

• That proper and sufficient care has been taken 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.

• That the annual accounts have been prepared on a going concern basis.

• The Board has laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively.

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

17. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

18. DIRECTORS

Mr. Edgar Maximiano Do Rosario Cotta is liable to retire by rotation in this ensuing Annual
General Meeting and being eligible he has offered himself for reappointment.

Your directors recommend her re-appointment. Pursuant to the provisions of Section 149 of the
Act, the Independent Directors have submitted declarations that each of them meet the criteria
of independence as provided in Section 149(6) of the Act along with Rules framed thereunder
and Regulation 16(1)(b) of the SEBI Listing Regulations.

There has been no change in the circumstances affecting their status as Independent Directors
of the Company.

19. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR
APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection,
Appointment and Remuneration of Directors which inter-alia requires that composition and
remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and
senior management employees and the Directors appointed shall be of high integrity with
relevant expertise and experience so as to have diverse Board and the Policy also lays down the
positive attributes/criteria while recommending the candidature for the appointment as
Director.

20. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the
requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify
themselves to be appointed as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.

21. STATUTORY AUDITORS

M/s. Singhi Bikash & Associates, Chartered Accountants, were appointed as statutory auditors
of the company for a period of five years in the 29^th AGM i.e. till the conclusion of the 34^th
Annual General Meeting to be held for the FY 2023-24. Further, in terms of section 143 of the
Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, as amended, no
fraud has been reported by the Auditors of the Company where they have reasons to believe that
an offence involving fraud is being or has been committed against the company by officers or
employees of the company.

22. SECRETARIAL AUDITORS

The Company has appointed M/s Brijesh Shah & Co. Company Secretaries, as Secretarial
Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2022-2023 and
to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section
204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the FY 2022-23 is annexed herewith and forms part of this
report as Annexure C. Secretarial Audit is not applicable to the Subsidiary, not being a material
subsidiary.

23. COST RECORDS AND COST AUDIT

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the
Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of
the Companies Act, 2013 was not applicable for the business activities carried out by the
Company for the FY 2022-23. Accordingly, such accounts and records are not made and
maintained by the Company for the said period.

24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS

The Secretarial Auditor has made the following observation in his report

1. Company has no internal auditor as mandated under section 138 of companies Act 2013.

2. Company filed certain E-forms with Registrar of Companies (MCA) with additional/late fees.

3. Auditor of the Company is not peer reviewed as per Regulation 33(1)(d) of SEBI (LODR)
Regulations 2015.

4. As per regulation 33(3)(d) “The listed entity shall submit annual audited standalone financial
results for the financial year, within sixty days from the end of the financial year along with the
audit report and Statement on Impact of Audit Qualifications (applicable only for audit report
with modified opinion):” - Company did not comply with the above regulation while filing the
results for the half year end year ended 31st March 2022. Penalty was levied on Company by
Stock Exchange.

5. As per regulation 33(3)(a) “The listed entity shall submit quarterly and year-to-date
standalone financial results to the stock exchange within forty-five days of end of each quarter,
other than the last quarter” - Company did not comply with the above regulation while filing the
results for the half year end and quarter ended 30^th September 2022. Penalty was levied on
Company by Stock Exchange.

Board Reply

The Company is in the process of complying with the same.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management’s Discussion and Analysis Report for the year under review, as stipulated
under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed to this Annual Report as Annexure D.

26. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does don’t have any Holding, Subsidiary, Joint Ventures and Associate Companies
as on 31^st March 2023.

27. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns
expressed by the employees and other Directors. The Company has also provided adequate
safeguards against victimisation of employees and Directors who express their concerns.

The Vigil Mechanism Policy is available at the website of the Company: www.machotels.net.

28. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor
have not reported any instances of frauds committed in the Company by its Officers or
Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be
mentioned in this Report.

29. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the
performance evaluation of the Board and its Committees were carried out during the year under
review.

30. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company
occurred during the financial year.

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

During the year there has been no significant material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status and company’s operations in future.

33. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013, there are currently 3 Committees of the Board, as
follows:

• Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of
the Companies Act, 2013 read with regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Audit Committee as on the date of the report comprises of
2 Non-Executive Independent Directors & 1 Executive Director.

The composition of the Committee are as under:

Ephrem Mendanha : Non- Executive and Independent Director, Chairman

Blaise Costabir : Non- Executive and Independent Director, Member (up to 15/09/2022)

Joseph Denazareth : Non- Executive and Independent Director, Member (w.e.f 22/12/2022)

Edgar Cotta : Managing Director, Member

During the year there were in total 4 Audit committee meetings were held.

The necessary quorum was present in the said meetings.

The Chairperson of Audit Committee was present in previous AGM held on 30/09/2022 to
answer shareholder’s queries.

Broad terms of reference of the Audit Committee are as per following:

The role of the audit committee shall include the following:

1 Oversight of the listed entity’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

2 Recommendation for appointment, remuneration and terms of appointment of auditors of the
listed entity;

3 Approval of payment to statutory auditors for any other services rendered by the statutory
auditors;

4 Reviewing with the management, the quarterly financial statements before submission to the
board for approval;

5 Reviewing and monitoring the auditor’s independence and performance and effectiveness of
audit process.

7 Approval or any subsequent modification of transactions of the listed entity with related
parties.

8 Evaluation of internal financial controls and risk management systems.

9 reviewing, with the management, performance of statutory and Internal Auditors, adequacy of
the internal control systems.

10 Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit.

11 Discussion with internal auditors of any significant findings and follow up there on.

12 Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board.

13 Discussion with statutory auditors before the audit commences, about the nature and scope
of audit as well as post-audit discussion to ascertain any area of concern.

14 To review the functioning of the whistle blower mechanism.

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

16 Carrying out any other function as is mentioned in the terms of reference of the audit
committee

•Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted in line with the
provisions of Section 178 of the Companies Act, 2013 read with regulation 19 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises
of 3 Non-Executive Directors.

The Nomination and Remuneration Committee met once in the Financial Year 2022-2023.

The necessary quorum was present in the said meetings.

The Chairman of the Nomination and Remuneration Committee was present at the last Annual
General Meeting of the Company held on 30/09/2022.

The composition of the Committee are as under:

Blaise Costabir : Non- Executive and Independent Director, Chairman (up to 15/09/2022)

Joseph Denazareth : Non- Executive and Independent Director, Chairman (w.e.f 22/12/2022)

Ephrem Mendanha : Non- Executive and Independent Director, Member

Ingrid Cotta : Non- Executive Director, Member

Role of nomination and remuneration committee, inter-alia, include the following:

(1) Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board of Directors a policy relating to, the
remuneration of the directors, key managerial personnel and other employees;

(2) Formulation of criteria for evaluation of performance of independent directors and the board
of directors;

(3) Devising a policy on diversity of board of directors;

(4) Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down and recommend to the board of
directors their appointment and removal.

(5) Whether to extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors.

(6) To recommend to the Board all remuneration, in whatever form, payable to senior
management.

The policy on directors’ appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters is available on
company's website.

Remuneration of Directors

The remuneration of the Whole- Time Director is recommended by the Remuneration Committee
and then approved by the Board of Directors and subsequently by the shareholders in general
meeting within the limits prescribed in Companies Act, 2013.

Criteria for making payments

Non-Executive Directors of the Company are paid sitting fees for attending Board and Committee
Meetings and no Commission is drawn by either of them during the year.

Performance evaluation criteria for Independent Directors:

1) Attendance and participations in the meetings.

2) Preparing adequately for the board meetings.

3) Contribution towards strategy formation and other areas impacting company performance

4) Rendering independent, unbiased opinion and resolution of issues at meetings.

5) Safeguard of confidential information.

6) Initiative in terms of new ideas and planning for the Company.

7) Timely inputs on the minutes of the meetings of the Board and Committee’s.

8) Raising of concerns to the Board

Remuneration Policy

The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of
the Companies Act, 2013 is available at the website of the Company: www.machotels.net .
Further, criteria of making payments to non-executive directors, the details of remuneration
paid to all the Directors and the other disclosures required to be made under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 have been published.

•Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted in line with Regulation
20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee
comprises of 2 Non-Executive Independent Directors, 1 Executive Director.

The committee looks into the shareholders and investors grievances that are not settled at the
level of Compliance Officer and helps to expedite the share transfers and related matters. The
Committee periodically reviews the status of stakeholders’ grievances and redressal of the same.

The Committee met 4 times during the year.

The necessary quorum was present for all the meetings. The Chairman of the Committee was
present at the last Annual General Meeting of the Company held on 30/09/2022.

The composition of the Committee during FY 2022-23 and the details of meetings held and
attended by the Directors are as under:

Following are the members of the Committee.

Blaise Costabir : Non- Executive and Independent Director, Chairman (up to 15/09/2022)
Joseph Denazareth : Non- Executive and Independent Director, Chairman (w.e.f 22/12/2022)
Ephrem Mendanha : Non- Executive and Independent Director, Member
Edwin E R Cotta : Executive Director, Member

The role of the committee shall inter-alia include the following:

(1) Resolving the grievances of the security holders of the listed entity including complaints
related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared
dividends, issue of new/ duplicate certificates, general meetings etc.

(2) Review of measures taken for effective exercise of voting rights by shareholders.

(3) Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar & Share Transfer Agent.

(4) Review of the various measures and initiatives taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/ statutory notices by the shareholders of the Company.

34. MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the independent directors (“Annual ID Meeting’) was convened on
24/03/2023, which reviewed the performance of the Board (as a whole), the Non-Independent
Directors and the Chairman. Post the Annual ID Meeting, the collective feedback of each of the
Independent Directors was discussed by the Chairperson with the Board covering performance
of the Board as a whole, performance of the Non-Independent Directors and performance of the
Board Chairman. All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
there is no change in their status of Independence. As required under Section 149(7) of the
Companies Act, 2013.

35. DETAILS OF FAMILIARIZATION PROGRAMMED IMPARTED TO INDEPENDENT
DIRECTORS FOR THE FINANCIAL YEAR 2022-2023

On appointment, the concerned Director is issued a Letter of appointment setting out in detail,
the terms of appointment, duties, responsibilities and expected time commitments. Each newly
appointed Independent Director is taken through an induction and familiarization program
including the presentation and interactive session with the Committee Members and other
Functional Heads on the Company’s finance and other important aspects.

36. CORPORATE GOVERNANCE

Your Company always places a major thrust on managing its affairs with diligence,
transparency, responsibility and accountability thereby upholding the important dictum that an
Organization’s corporate governance philosophy is directly linked to high performance. The
Company understands and respects its fiduciary role and responsibility towards its stakeholders
and society at large and strives to serve their interests, resulting in creation of value for all its
stakeholders. In terms of Regulation 34 of SEBI (LODR) Regulations, furnishing of Corporate
Governance Report is not applicable to the company.

37. OTHER DISCLOSURES

The Company does not have any Employees Stock Option Scheme in force and hence particulars
are not furnished, as the same are not applicable. No proceeding against the Company is
initiated or pending under the Insolvency and Bankruptcy Code, 2016. The details of difference
between amount of the valuation done at the time of one-time settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not
Applicable.

38. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business
transactions guided by the value system. The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies.
The Policies are reviewed periodically by the Board and are updated based on the need and
compliance as per the applicable laws and rules and as amended from time to time. The policies
are available on the website of the Company.

39. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of
the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the
Company.

40. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success, the marketplace and a good reputation are
among the primary determinants of value to the shareholder. The organisational vision is
founded on the principles of good governance and delivering leading-edge products backed with
dependable after sales services. Following the vision your Company is committed to creating and
maximising long-term value for shareholders.

41. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility
are not applicable as the Company is having Net worth less than rupees Five Hundred Crore,
Turnover less than rupees One Thousand Crore and Net Profit less than rupees Five Crore.

42. ARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure E
to this report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement showing the names and other particulars of employees drawing
remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.
The policy is available on the Company’s website. www.machotels.net.

43. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the
continued co-operation extended by shareholders, employees, customers, banks, suppliers and
other business associates.

By order of the Board For Mac Hotels Limited
Sd/-

Edwin E R Cotta

Chairman & Wholetime Director

DIN 02691199

Date: 07.09.2023

Place: Goa