You are here » Home » Companies » Company Overview » Majestic Auto Ltd

Majestic Auto Ltd.

BSE: 500267 Sector: Auto
NSE: MAJESAUTO ISIN Code: INE201B01022
BSE LIVE 19:40 | 19 Oct 126.60 1.25
(1.00%)
OPEN

130.00

HIGH

130.00

LOW

126.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 130.00
PREVIOUS CLOSE 125.35
VOLUME 1982
52-Week high 144.80
52-Week low 86.25
P/E
Mkt Cap.(Rs cr) 132
Buy Price 126.60
Buy Qty 22.00
Sell Price 0.00
Sell Qty 0.00
OPEN 130.00
CLOSE 125.35
VOLUME 1982
52-Week high 144.80
52-Week low 86.25
P/E
Mkt Cap.(Rs cr) 132
Buy Price 126.60
Buy Qty 22.00
Sell Price 0.00
Sell Qty 0.00

Majestic Auto Ltd. (MAJESAUTO) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting to you the 43rd Annual Report and theAudited Accounts for the Financial Year ended 31st March 2016.

FINANCIAL RESULTS - STANDALONE & CONSOLIDATED :

(Rupees in Lacs)

Standalone Consolidated
Year ended 31.03.2016 Year ended 31.03.2015 Year ended 31.03.2016 Year ended 31.03.2015
Operational Income (Gross) 12363 11174 13758 11403
Profit before Depreciation and Financial cost 3792 3986 5074 3797
Less: Financial Cost 1612 1042 2442 1042
Depreciation 1740 1771 1978 1847
Net Profit before Tax 440 1173 653 908
Less: Tax Expenses (489) (1464) (434) (1464)
Profit After Tax 930 2637 1088 2372
Add : Balance Brought Forward 14313 11676 14811 10752
Profit Available for Appropriations 15243 14313 15899 13124
Basic and Diluted Earnings Per Share (Rs.) 8.94 25.36 10.46 22.81

OPERATIONS (STANDALONE)

During the year under report your Company has registered an increase in turnover by11% over the last financial year. Its two ’ product category fine blankingcomponents and Electricals both contributed equally to the growth amounting to Rs 1954Lakhs and Rs 9827 lacs respectively.

The management has increased its customer base and diversified the product rangeenabling to maintain the growth in this competitive market. With the current product andcustomer development in place management is confident that Company shall further grow andimprove its productivity while continuing to de-risk its business through diversification.’

DIVIDEND

To sustain internal accruals for the future growth of the Company your Directors donot recommend any dividend for the Accounting Year.

RESERVES

The Company do not propose to carry any amount to any reserves.

CAPACITY UTILIZATION & PLANT OPERATIONS

All the Manufacturing Plants of the Company are running well and continue to operate ata satisfactory level of efficiency.

NO CHANGE IN SHARE CAPITAL

The paid up equity capital as on March 31 2016 stands at Rs. 103982280/- consistingof 10397478 Equity Shares of Rs.10/- each with no change as compared to previous year.

QUALITY

Your Company is focusing on quality right from new product development stage such asdesign of processes manufacturing of tools fixtures & dies to ensure to theproduction. This is the attribute of your Company which has enabled it to sustain as aconsistent supplier to the quality conscious customers over the years.

FINANCE

Your Company was able to raise the short-term/long term funds needed for its workingcapital related requirements & term loans for new capital expenditure/investments atcompetitive rates. Your Company continues to maintain good credit ratings for both longand short tenure borrowings through its impeccable debt-servicing track record this helpsimmensely retain excellent relationship and in turn support with all of its bankers.

POLICY RELATING TO ANTI SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has placed a Policy to treat women employees with dignity and nodiscrimination against them plus zero tolerance toward any sexual abuse - to abide byletter and spirit requirements of the Sexual Harassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules there under and redressal ofcomplaints of sexual harassment at work place. All employees (permanent contractualtemporary trainees) are supposed to adhere to the conduct themselves as prescribed inthis policy. During the year under review no complaint was reported to the Board.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of theCompany that have occurred between the end of the financial year of the Company and thedate of signing of this report.

BOARD OF DIRECTORS

At the ensuing Annual General Meeting (AGM) Ms. Aashima Munjal Director retires byrotation and being eligible offers herself for appointment. The notice convening theensuing AGM includes the proposal for her re-appointment as director. During the periodunder review Sh. Aayush Munjal has appointed as Director of the Company on 14.08.2015.

Sh. Mahesh Munjal has been re-appointed as the Managing Director of the Company on29.10.2015. Further Ms. Aashima Munjal has been appointed as Whole Time Director designateas Joint Managing Director of the Company subject to the approval of the shareholders inthe forthcoming Annual General Meeting of the Company.

All the independent directors have affirmed that they satisfy the criteria laid downunder section 149 of the Companies Act 2013 and Regulation 17of SEBI Listing Obligation.

BOARD EVALUATION:

Pursuant to the applicable provisions of the Act and Regulation 17(10) and otherapplicable regulations if any of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (‘LODR’) the performance of the Board andindividual Directors was evaluated by the Board seeking relevant inputs from all theDirectors. The Nomination and Remuneration committee (NRC) reviewed the performance of theindividual Directors. One separate meeting of Independent Directors was held to review theperformance of Non- Independent Directors performance of the Board as a whole andperformance of the Chair-person of the Company. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report.

MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year four Board Meetings and four Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.

KEY MANAGERIAL PERSONNEL

During the year under review the following whole time employees are the Key ManagerialPersonnel (KMP) of the Company:

1. Sh. Mahesh Munjal Managing Director

2. Sh. Prakash Patro Chief Financial Officer

3. Sh. Rajesh Saini Company Secretary (Resigned on 23.04.2016)

4. Sh. Rahul Tiwari Company Secretary (Appointed on 13.05.2016)

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that: i) In the preparation of the annual accounts the applicable accountingstandards have been followed. ii) The directors have selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit or loss of the Company for the year underreview.

The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.iii) The directors have prepared the annual accounts on a going concern basis. iv) Thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively. v) Thedirectors had devised proper system to ensure compliance with the provisions of allapplicable laws and that such system were adequate and operating effectively.

HOLDING COMPANY

The Holding Company M/s Anadi Investments Private Limited is holding 7757687 equityshares in the company of Rs. 10/- each equivalent to 74.61% of the paid up capital of thecompany as on 31st March 2016.

SUBSIDIARY/JOINT VENTURE AND ASSOCIATES COMPANY (IES)

The Company has following Subsidiaries: i) Majestic IT Services Limited (MITSL)engaged in the business of information and technology related services has diversified inthe Facility Management Services. During the year the Management of the company gotlucrative opportunity to foray into Facility Management services and changed its mainactivities accordingly. Post this change the Company managed to achieve a revenue of Rs.Rs.15.94 crores in last 2 quarters of the FY 15-16. ii) Emirates Technologies PrivateLimited (ETPL) whose 80% equity was acquired by the company in September 2015 has itsoperations in National Capital Region (Delhi NCR). The main objective for the acquisitionwas to diversify investments and operations of the company. ETPL achieved a revenue of Rs.31.81 crores in the FY 15-16. The main objects of ETPL is the business of informationtechnology related/enabled activities/services.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act 2013 and Accounting Standard - 21on Consolidated Financial Statements read with Accounting Standard - 23 on Accounting forInvestments in Associates and Accounting Standard - 27 on Financial Reporting of Interestsin Joint Venture in Consolidated Financial Statements your Directors have the pleasure inattaching the Consolidated Financial Statements which form a part of the Annual Report.

LISTING

The shares of your Company are listed at BSE Limited and pursuant to Regulation 14 ofSEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Annual Listingfees for the year 2016- 17 have been paid to them well before the due date i.e. April 302015. The Company has also paid the annual custodian fees for the year 2016-17 in respectof Shares held in dematerialized mode to NSDL & CDSL.

FIXED DEPOSITS

PARTICULARS AMOUNT
(a) Accepted during the year Nil
(b) remained unpaid or unclaimed as at the end of the year; Nil
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved
(i) at the beginning of the year NA
(ii) maximum during the year NA
(iii) at the end of the year; NA
(d) The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act 2013. NA

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large. Thus disclosure in form AOC -2 is not required. TheBoard of Directors of the Company has on the recommendation of the Audit Committeeadopted a policy to regulate transactions between the Company and its Related Parties incompliance with the applicable provisions of the Companies Act 2013 the regulations madeunder and the SEBI (Listing Obligations and Discloser Requirements) Regulations 2015.This Policy was considered and approved by the Board has been uploaded on the website ofthe Company i.e. www.majesticauto.in.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The detailed information as required under Section 134(3)(m) of the Companies Act 2013read with Rule 8 Companies (Accounts) Rules 2014 is annexed hereto as Annexure-Iand forms an integral part of this report.

ENVIRONMENTAL & QUALITY MANAGEMENT

With implementation of the Environment Management System (EMS) ISO- 14001:2004 theCompany continues to pursue its endeavor to operate in harmony with the natureconservation of natural resources and reduction in Global warming. The Company continuesto maintain the ISO/TS:16949(2009) Quality Management Systems to ensure effectiveness ofall functions.

INSURANCE

Company's assets are adequately insured against multiple risks from fire riotearthquake terrorism and other risks which are considered necessary by the management.

RATINGS FOR BORROWING

ICRA the rating agency has reaffirmed BBB with stable outlook for the long term bankfacilities and A2 the short term bank facilities.

AUDITORS' REPORT/ SECRETARIAL AUDIT REPORT

The observation made in the Auditors' Report/Secretarial Audit Report read togetherwith relevant notes thereon are self-explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.

AUDITORS

At the Annual General Meeting held on 29th September 2014 M/s B.D. Bansal and Co.Amritsar were appointed as statutory auditors of the Company to hold office till theconclusion of the 44th Annual General Meeting. In terms of the first proviso to Section139 of the Companies Act 2013 the appointment of the auditors shall be placed forratification at every Annual General Meeting. Accordingly the appointment of M/s B.D.Bansal and Co. Amritsar as statutory auditors of the Company is placed for ratificationby the shareholders. In this regard the Company has received a certificate from theauditors to the effect that their appointment is in accordance with the provisions ofSection 141 of the Companies Act 2013. The auditors' report on the accounts of theCompany for the year under review requires no comments.

SECRETARIAL AUDIT

M/s Ashok K Singla and Associate Practicing Company Secretaries Ludhiana wereappointed to conduct the Secretarial Audit of the Company for the financial year 2015-16under Section 204 of the Companies Act 2013 and Rules made there under. The SecretarialAudit Report for Financial Year 2015-16 is appended as an Annexure II to theBoard's report. The Secretarial auditors' report for the year under review requires nocomments.

COST AUDITORS

The Board of Directors of the Company on the recommendation of the Audit Committeeapproved the appointment and remuneration of M/s. Manoj and Associates Practicing CostAccountants to conduct the audit of the cost records of the Company as per NotificationNo. G.S.R.425[E] dated 30th June2014 issued by the Ministry of Corporate Affairs acrossvarious segments for the financial year ended March 31 2016.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Companies Act 2013 and Rules framed thereunder either to the Company or tothe Central Government.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as an Annexure III to theBoard's report.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has been addressing various risks through well-defined risk managementpolicy/procedures which are in the opinion of the Board may threaten the existence of theCompany.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Corporate Governance Policy guides the conduct of the affairs of your Company andclearly delineates the roles responsibilities at each level of its key functionariesinvolved in governance. Your Company has in place adequate internal financial controlswith reference to the Financial Statements. During the year under review no reportablematerial weakness in the operation was observed. Regular audit and review processes ensurethat such systems are reinforced on an ongoing basis.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There were no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations

AUDIT COMMITTEE RECOMMENDATION

During the year there was no such recommendation of the Audit Committee which was notaccepted by the Board. Hence disclosure of the same is not required in this Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted the Whistle Blower Policy/Vigil mechanism for directors andemployees to report concerns about unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct and Ethics. Such mechanism/policy is alsouploaded on the website of the Company i.e. www.majesticauto.in.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their Remuneration. The said policy has been uploaded on the websiteof the Company. The Key provisions of Nomination and Remuneration policy are appended asan Annexure IV to the Board's report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as an AnnexureV and forms an integral part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report in the form of Management Discussion and Analysis pursuant to Regulation 34 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as a part ofthis report is annexed hereto as Annexure VI.

PERSONNEL

As on March 31 2016 the total number of employees on the records of the Company was601. The Company conducts several training programmes to upgrade the skills of itsworkforce. These programmes have a strong practical approach and the objective is toderive tangible improvements. Industrial relations were cordial throughout the year. YourDirectors place on record their appreciation for the dedicated and sincere efforts put inby all employees in the performance of the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted the Corporate Social Responsibility (CSR) Committee whichhas been entrusted with the responsibility of formulating and recommending CSR policyindicating the activities to be undertaken by the Company monitoring and implementationof the framework of CSR policy and recommending the amount to be spent on CSR activities.Annual Report on Corporate Social Responsibility [CSR] activities is appended as an AnnexureVII

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Schedule V of the Companies Act 2013 adequate steps have been takento ensure that all the provisions relating to Corporate Governance are duly complied with.A report on Corporate Governance alongwith the Auditors' Certificate on its compliance asa part of this report is annexed hereto as Annexure VIII

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude the co-operation and assistance given by theCentral Government State Governments Banks Dealers Customers Vendors and Investorsduring the year under review.

For and on Behalf of the Board of Directors
Place : Ludhiana (Mahesh Munjal)
Date : 08.08.2016 Chairman & Managing Director

ANNEXURE - I

INFORMATION AS PER SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READ WITH COMPANIES(ACCOUNTS) RULES 2014 AND FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED 31stMARCH 2016.

Energy Conservation is an ongoing process in the Company. The Company continued itsefforts to improve energy usage efficiencies and increase the share of renewable energy.Various key performance indicators like specific energy (energy consumed per unit ofproduction) specific energy costs and renewable energy contributions were continuouslytracked to monitor alignment with the Company's overall sustainability approach.

(A) CONSERVATION OF ENERGY

(I) Steps taken or impact on conservation of energy: a) Energy conservation measurestaken i) Peak Load Exempted and Reduced. ii) LED bulbs 20 watts installed instead 45 wattsCFL blubs. iii) Power Factor improved 0.99 iv) Winding Lines combined and removedconveyors. v) Maximum utilization of Electricity in plants. vi) Seco Warwick AnnealingFurnace converted from ONG heating to Electrical heating resulting in heat conservationby preventing escape of gases. vii) Rotor Die Casting tool converted from 6 cavity to 9Cavities coupled with multiple model adaptability resulting in improved productionvloumes and elctrical cost saving. Production improved from 8000 to 12000/Day on eachmachine. viii) Organized training programme for employees. b) Impact of the measures at(a) above for reduction of energy consumption and consequent impact on the cost ofProduction of goods; Due to implementation of the above steps (and also steps taken inpast) considerable energy and cost of production of goods has been saved/reduced andconsequently power factor has been improved.

(ii) Steps taken for utilizing alternate sources of energy: The Company is exploringpotential of using alternate source of energy (iii) Capital investment on energyconservation equipment during the year: NIL

B) TECHNOLOGY ABSORPTION

Your company is keeping a close eye on the new product development and upgradation oftechnology in existing products. Upgradation and automation in various areas of plant andmachinery is continuously carried out.

(i) Efforts made towards technology absorption:

The Company is continuously undertaking product development/ improvement for existingas well as new products by adopting the latest technology. The Company has a team of wellqualified and experienced Engineers who are committed to absorb and adopt latesttechnology. ii) Benefits derived: a) Quality Improvement and productivity improvement hashelped to meet the additional requirement of the customers. b) Import substitution c)Environment protection and waste management iii) In case of imported technology (importedduring the last three years reckoned from the beginning of the financial year):

(a) the details of technology imported; Nil
(b) the year of import; N/A
(c) whether the technology been fully absorbed; N/A

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; N/A iv) Expenditure incurred on Research and Development

[a] Capital -
[b] Recurring Rs. 10.02 lacs
[c] Total Rs. 10.02 lacs

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total foreign exchange used & earned:

(Rs.in lacs)
Used 259
Earned Nil

ANNEXURE-II

SECRETARIAL AUDIT REPORT (Form No. MR-3)

FOR THE FINANCIAL YEAR ENDED as on 31st March 2016

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014] To The Members Majestic AutoLimited I/We have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices by Majestic AutoLimited (hereinafter called the company). Secretarial Audit was conducted in a mannerthat provided me/ us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on my/our verification of the MAJESTIC AUTO LIMITED books papers minute booksforms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit I/We hereby report that in my/our opinion thecompany has during the audit period covering the financial year ended as on 31st March2016 complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter: I/we have examined the books papers minutebooks forms and returns filed and other records maintained by Majestic Auto Limited("the Company") for the financial year ended as on 31st March 2016 according tothe provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowing.

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (e) The Securities and Exchange Board ofIndia (Issue and Listing of Debt Securities) Regulations 2008; (f) The Securities andExchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

(i) The Securities and Exchange Board of India (Listing Obligations and DiscloserRequirements) Regulations 2015; I/we have also examined compliance with the applicableclauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange Ltd(Applicable up to November 2015); During the period under review the Company has compliedwith the provisions of the Acts Rules Regulations Guidelines Secretarial Standardsetc. mentioned above.

I/we further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors for every Board Meeting. Agenda and detailednotes on agenda were sent at least seven days in advance and a system exists for seekingand obtaining further information and clarifications on the agenda items before themeeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members 'views are capturedand recorded as part of the minutes. I/we further report that there are adequate systemsand processes in the company commensurate with the size and operations of the company tomonitor and ensure compliance with applicable laws rules regulations and guidelines.

I/we further report that during the audit period the company has not any specificevents / actions which have a major bearing on the company's affairs in pursuance of theabove referred lawsrules regulations guidelines standards etc. referred to above.

For Ashok K Singla& Associates
Company Secretaries
(Ashok Singla)
Proprietor
Date :30th July 2016. Membership No. 2004.
Place: Ludhiana. Certificate of Practice No. 1942.

To

The Members Majestic Auto Limited.

Our report of even date is to be read along with this letter:

1. Maintenance of secretarial records is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure the correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the management representation about thecompliance of laws rules and regulations and happening of the events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe company nor the efficacy or effectiveness with which the management has conducted theaffairs of the company.

For Ashok K Singla& Associates
Company Secretaries
(Ashok Singla)
Proprietor
Date : 30th July 2016. Membership No. 2004.
Place: Ludhiana. Certificate of Practice No. 1942.

Annexure IV

NOMINATION AND REMUNERATION POLICY

The Key provisions of the Nomination and Remuneration policy are given below:

- The guiding principle is that the remuneration and the other terms of employmentshall be competitive in order to ensure that the Company can attract and retain competentExecutives.

- When determining the remuneration policy and arrangements for ExecutiveDirectors/KMP's the Nomination and Remuneration Committee shall consider pay andemployment conditions with peers/ elsewhere in the competitive market to ensure that paystructures are appropriately aligned and that level of remuneration remain appropriate inthis context.

- The Committee while designing the remuneration package considers the level andcomposition of remuneration to be reasonable and sufficient to attract retain andmotivate the person to ensure the quality required to run the company successfully.

- The Nomination and Remuneration Committee while considering a remuneration packagemust ensure a balanced approach reflecting short and long term performance objectivesappropriate to the working of the company and its goals.

- The Committee shall consider that a successful remuneration policy must ensure thatany increase in the remuneration package is linked to the achievement of corporateperformance targets and a strong alignment of interest with stakeholders.

- The Nomination and Remuneration policy is guided by a common reward framework and setof principles and objectives as particularly envisaged under section 178 of the CompaniesAct 2013 inter alia principles pertaining to determining qualifications positivesattributes integrity and independence etc.

- Remuneration packages are designed to attract high-caliber executives in acompetitive market and remunerate executives fairly and responsibly. The remunerationshall be competitive and based on the individual responsibilities and performance.

- Remuneration is designed to motivate delivery of our key business strategies createa strong performance-orientated environment and reward achievement of meaningful targetsover the short- and long-term.

- Executive remuneration shall be proposed by the Committee and subsequently approvedby the Board of Directors. Executive remuneration is evaluated annually againstperformance and a benchmark of other companies which in size and complexity are similarto Majestic Auto Ltd. Benchmark information is obtained from recognized compensationservice consultancies/other relevant sources. In determining packages of remuneration theCommittee may consult with the Chairman/ Managing Director as appropriate.

- Information on the total remuneration of members of the Company's Board of Directorsand KMPs shall be disclosed in the Company's Annual Report.

- The Company may grant any advance salary/loan to employees of the Company atconcessional/Nil interest rates as it deems fit subject to tax laws.

- The Board may delegate the appointment and remuneration powers in case of Sr.Management Personnel (except KMPs and Directors) to the Chairman & Managing Directorand/or Vice-Chairman & Managing Director and/or Executive Director and CEO by way ofBoard Resolution.

- The appointment letters of all Sr. Management Personnel KMPs and Directors shalldraw reference to the fact that the appointment and remuneration is in accordance with theNomination and Remuneration Policy of the Company.

Annexure V

The information required pursuant to Section 197 read with Rule 5 (1) and (2) ofChapter XIII Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is furnished hereunder:

1. (i) Name of Directors/KMP and Designation Remuneration in FY 2015-16 (Amount Rs. In Lacs) % Increase in Remuneration over previous year Ratio of remuneration to MRE*

Comparison of the remuneration of the KMP against the Performance of the Company

% of Net Profit % of Turnover
Mahesh Munjal Managing Director 102.95 33.15 53.62 11.06 0.83
Aayush Munjal Whole Time Director 31.14 24.36 16.22 3.35 0.25
Rajesh Saini Company Secretary 8.51 9.66 4.43 0.91 0.07
Prakash Patro Chief Financial Officer 6.18 5.82 3.22 0.66 0.05

Note: For this purpose sitting fees paid to the Directors have not been considered asremuneration. *MRE-Median Remuneration of Employee based on annualized salary

(ii) The median remuneration of employees of the Company during the financial year wasRs. 1.92 Lacs p.a. (iii) In the financial year there was an increase of 14% in the medianremuneration of employees; (iv) There were 601 permanent employees on the rolls of theCompany as on March 31 2016;

(v) Relationship between average increase in remuneration and Company performance:- Thefollowing factors are considered while giving increase in the remuneration: (a) Financialperformance of the Company (b) Comparison with peer companies and (c) Industrybenchmarking and consideration towards cost of living adjustment/ inflation (vi)Comparison of the remuneration of the Key Managerial Personnel(s) against the performanceof the Company:- For the financial year 2015-16 Key Managerial Personnel were paid 16.00 %and 1.20% of the net profit and turnover respectively of the Company.

(vii) (a) Variation in market capitalization of the Company: The market capitalizationas on March 31 2016 was 8089.24 lac 5656.22 lac as on March 31 2015; (b) Price Earningsratio of the Company was 8.70 as at March 31 2016 and was 2.14 as at March 31 2015; (c)Percent increase or decrease in the market quotations of the shares of the Company ascompared to the rate at which the Company came out with the last public offer in theyear:- There has not been any public offer by the Company in last year.

(viii) Average percentile increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e 2015-16 was 1.03% whereas thepercentile increase in the managerial remuneration for the same financial year was 4.42%;(ix) The key parameters for the variable component of remuneration availed by theDirectors is based on his performance and Company's performance (x) The ratio of theremuneration of the highest paid director to that of the employees who are not directorsbut receive remuneration in excess of the highest paid director during the year :- Notapplicable; and (xi) It is hereby affirmed that the remuneration paid is as per theRemuneration Policy for Directors Key Managerial Personnel Senior Management Personneland other employees.

2. (i) Employed throughout the year and were in receipt of remuneration at the rate ofnot less than Rs. 60 lac per annum

Name of Employee Designation of the employee Remuneration Received in 2015-16 (Rs.in lac) Qualifications Experience (No. of Years) Date of Commencement Of employment Age (years) The last employment held b y such employee before joining the Company The percentage of equityshares held by the employee in the Company
Sh. Mahesh Munjal Managing Director 102.95 B.S.C. M.B.A. 36 29.06.93 62 Munjal Auto Industries Ltd. 0.39
Sh. Jae Hyun Park Vice President 94.01 Bachelor Machine Design from Busan University Korea. 33 14.10.2013 58 Taeyang Electronics Nil

(ii) Employed for a part of the financial year and separated were in receipt ofremuneration at the rate of not less than Rs. 5 lac per month Nil.

Annexure VII

Corporate Social Responsibility (CSR)

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 8 and 9of the Companies (Corporate Social Responsibility)Rules 2014]

1. A brief outline of the Company's CSR policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programs.

CSR Policy is stated in the below mentioned weblink:-

Weblink:http://www.majesticauto.in/cwd_hero/images/files/48738849_110_.pdf

2. The Composition of the CSR Committee. a) Dr. M.A. Zahir Independent DirectorChairman b) Maj.S.S. Khosla Independent DirectorMember c) Sh. Mahesh Munjal ManagingDirector Member

3. Average net profit of the company for last three financial years (Rs.in lac)

YEAR ENDED Average
Particulars 31.03.2015 31.03.2014 31.03.2013
Net Profit Nil Nil Nil Nil

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) NIL

5. Details of CSR spent during the financial year. (a) Total amount spent for thefinancial year; NIL (b) Amount unspent if any ;N.A.

(c) Manner in which the amount spent during the the financial year

S.No CSR project or activity identified Sector in which the Project is covered Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs was undertaken Amount outlay (budget) project or programs wise Amount spent on the projects or programs Sub-heads: (1) Direct expenditure on projects or programs (2) Overheads Cumulative expenditure upto to the reporting period Amount spent : Direct or through implementing agency*
N.A. N.A N.A. N.A N.A N.A. N.A. N.A.

6. In case the Company has failed to spend the two per cent of the average net profitof the last three financial years or any part thereof the company shall provide thereasons for not spending the amount in its Board report.

N.A.

7. The CSR Committee do hereby undertakes that the implementation and monitoring of CSRPolicy is in compliance with CSR objectives and Policy of the Company.

Place: Ludhiana (Mahesh Munjal) (Dr. M.A. Zahir)
Date : 08.08.2016 Managing Director Chairman