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Majestic Auto Ltd.

BSE: 500267 Sector: Auto
NSE: MAJESAUTO ISIN Code: INE201B01022
BSE 15:40 | 23 Feb 163.55 -6.35
(-3.74%)
OPEN

173.85

HIGH

173.85

LOW

163.10

NSE 05:30 | 01 Jan Majestic Auto Ltd
OPEN 173.85
PREVIOUS CLOSE 169.90
VOLUME 8488
52-Week high 221.70
52-Week low 92.10
P/E
Mkt Cap.(Rs cr) 170
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 173.85
CLOSE 169.90
VOLUME 8488
52-Week high 221.70
52-Week low 92.10
P/E
Mkt Cap.(Rs cr) 170
Buy Price 0.00
Buy Qty 0.00
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 44 th Annual Report and theAudited Accounts for the Financial Year ended 31st March 2017.

FINANCIAL RESULTS - STANDALONE & CONSOLIDATED: (Rupees in Lacs)

Standalone Consolidated
Year ended 31.03.2017 Year ended 31.03.2016 Year ended 31.03.2017 Year ended 31.03.2016
Operational Income (Gross) 17680 12363 19430 13758
Profit before Depreciation and Financial cost 1633 3792 5024 5074
Less: Financial Cost 1606 1612 3495 2442
Depreciation 1703 1740 2287 1978
Net Profit before Tax (1676) 440 (758) 653
Less: Tax Expenses (695) (489) (466) (434)
Profit After Tax (981) 930 (376) 1088
Add : Balance Brought Forward 15243 14313 15899 14811
Profit Available for Appropriations 14262 15243 15523 15899
Basic and Diluted Earnings Per Share (Rs.) (9.4) 8.94 (3.62) 10.46

OPERATIONS (STANDALONE)

During the year under report your Company has registered an increase in turnover by43% over the last financial year. It has two product categories fine blanking componentsand Electricals both contributed equally to the growth amounting to Rs. 2577 lacs andRs. 14168 lacs respectively. The management has increased its customer base anddiversified the product range enabling to maintain the growth in this competitive market.With the current product and customer development in place management is confident thatCompany shall further grow and improve its productivity while continuing to de -risk it'sbusiness 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 OPERATION S

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 2017 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 thishelps immensely 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 towards 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) Mr. Aayush 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. Vikas Nanda has been appointed as Additional Director of the Company on14.02.2017 subject to the approval of the shareholders in the forthcoming Annual GeneralMeeting of the Company. Mr. G. P. Sood Independent Director of the Company has resignedfrom the post of Independent Director on 01.02.2017. Further Ms. Aashima Munjal has beenappointed as Whole Time Director designate as Joint Managing Director of the Company Allthe independent directors have affirmed that they satisfy the criteria laid down undersection 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 and individualDirectors was evaluated by the Board seeking relevant inputs from all the Directors. TheNomination and Remuneration committee (NRC) reviewed the performance of the individualDirectors. 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 emp loyees are the KeyManagerial Personnel (KMP) of the Company:

1. Sh. Mahesh Munjal Managing Director

2. Sh. Prakash Patro Chief Financial Officer

3. Sh. Rahul Tiwari Company Secretary

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 accounting standards havebeen followed.

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review. The directors have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities.

iii) The directors have prepared the annual accounts on a going concern basis.

iv) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

v) The directors has devised proper system to ensure compliance with the provisions ofall applicable 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 2017.

SUBSIDIARY/JOINT VENTURE AND ASSOCIATES COMPANY (IES)

The Company has following Subsidiaries:

i) Majestic IT Services Limited (MITSL) engaged in the business of information andtechnology related services has diversified in the Facility Management Services. Duringthe year the Management of the company got lucrative opportunity to foray into FacilityManagement services and changed its main activities accordingly. Post this change theCompany managed to achieve a revenue of Rs.25.54 crores in the FY 16-17.

ii) Emirates Technologies Private Limited (ETPL) whose 80% equity was acquired by thecompany in September 2015 has its operations in National Capital Region (Delhi NCR). Themain objective for the acquisition was to diversify investments and operations of thecompany. ETPL achieved revenue of Rs. 33.44 crores in the FY 16-17. The main objects ofETPL are office space leasing and Facility management 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 2017 - 18 have been paid to them well before the due date i.e. April 302016. The Company has also paid the annual custodian fees for the year 2017-18 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-I andforms 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 as necessary by the management.

RATINGS FOR BORROWING

ICRA the rating agency has reaffirmed BBB rating with stable outlook for thelong term bank facilities and A2 for 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 board has considered M/sSAR & Associates Chartered Accountants Firm Registration number (122400W) for theappointment of Statutory Auditors of the company subject to the approval of shareholdersof the Company in the ensuing Annual General Meeting. In this regard the Company hasreceived a certificate from the auditors to the effect that their appointment is inaccordance with the provisions of Section 141 of the Companies Act 2013. The auditors'report on the accounts of the Company for the year under review requ ires 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 2016-17under Section 204 of the Companies Act 2013 and Rules made there under. The SecretarialAudit Report for Financial Year 2016 -17 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 2017.

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 of thisreport is annexed hereto as Annexure VI.

PERSONNEL

As on March 31 2017 the total number of employees on the records of the Company was466. The Company con ducts several training programs to upgrade the skills of itsworkforce. These programs have a strong practical approach and the objective is to derivetangible 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 along with 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

Sd/-
Place : Ludhiana (Mahesh Munjal)
Date : 30/08/2017 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 2017.

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 measures taken

i) Peak Load Exempted and Reduced.

ii) Checked all motors fitted on machine according to load & changed motors whenload was finding under load.

iii) PDC cooling tower motor 15 HP replaced with 7.5 HP as per required load. Save load7.5 HP

iv) LED bulbs 20 watts installed instead 45 watts CFL blubs.

v) Power Factor improved 0.99

vi) Winding Lines combined and removed conveyors.

vii) Maximum utilization of Electricity in plants.

viii) Organized training program for employees.

b) Impact of the measures at (a) above for reduction of energy consumption andconsequent impact on the cost of Production of goods;

Due to implementation of the above steps (and also steps taken in past) considerableenergy and cost of production of goods has been saved/reduced and consequently powerfactor 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 energy conservation equipment during the year: NIL

B) TECHNOLOGY ABSORPTION

Your company is keeping a close eye on the new product development and up gradation oftechnology in existing products. Up gradation 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 has helped to meet the additionalrequirement of the customers.

b) Import substitution

c) Environment protection and waste management iii) In case of imported technology(imported during 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 reasons thereof; N/A
iv) Expenditure incurred on Research and Development
[a] Capital -
[b] Recurring -
[c] Total -
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Total foreign exchange used & earned:
(Rs.in lac)
Used 600
Earned Nil