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Majestic Research Services & Solutions Ltd.

BSE: 539229 Sector: Others
NSE: N.A. ISIN Code: INE196R01012
BSE LIVE 15:27 | 19 Sep 550.00 -9.80
(-1.75%)
OPEN

559.75

HIGH

559.75

LOW

548.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 559.75
PREVIOUS CLOSE 559.80
VOLUME 3600
52-Week high 578.45
52-Week low 93.00
P/E 59.33
Mkt Cap.(Rs cr) 275
Buy Price 545.00
Buy Qty 600.00
Sell Price 550.00
Sell Qty 600.00
OPEN 559.75
CLOSE 559.80
VOLUME 3600
52-Week high 578.45
52-Week low 93.00
P/E 59.33
Mkt Cap.(Rs cr) 275
Buy Price 545.00
Buy Qty 600.00
Sell Price 550.00
Sell Qty 600.00

Majestic Research Services & Solutions Ltd. (MAJESTICRESEARC) - Director Report

Company director report

To

The Members

Majestic Research Services and Solutions Limited (MRSS India)

Your Directors have pleasure in submitting the Annual Report of the Company togetherwith the Audited Statements of Accounts for the year ended 31st March 2016.

1. FINANCIAL SUMMARY

(Amount in Rs.)

Particulars 2015-16 2014-15
Total Revenue 112749669 55076925
Total Expenses 84601162 47318221
Profit or Loss before Exceptional and Extraordinary items and Tax 28148507 7758704
Less: Exceptional Items - -
Less: Extraordinary Items - -
Profit or Loss before Tax 28148507 7758704
Less: Current Tax (9398408) (3006134)
Deferred Tax (Liability)/ Asset 251597 577122
Profit or (Loss) After Tax 19001696 5329692
Add: Balance as per last Balance Sheet 6810719 1481027
Less: Transfer to Reserves - -
Balance Transferred to Balance Sheet 25812415 6810719

2. REVIEW OF OPERATIONS

During the year under review revenue of the Company was Rs. 112749669/- as comparedto Rs. 55076925/- in the corresponding previous year. The Company earned profit aftertax of Rs. 19001696/-as compared to Rs. 5329692/- in the previous year. TheCompany’s Reserves and Surplus increased from Rs. 25812415/- to Rs. 6810719/-.Your Directors are optimistic about company’s business and hopeful of betterperformance with increased revenue in next year. There was no change in the nature ofbusiness of company.

3. DIVIDEND

No Dividend is recommended by the directors for the year under review as the Board ofDirectors wants to plough back the profit in the business growth.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 does not apply as there wasno dividend declared and paid last year.

5. SHARE CAPITAL AND INTIAL PUBLIC OFFER

The Authorized share capital of the Company was increased on 28th September 2015 formRs. 45000000 (Rupees Four Crore Fifty Lakhs Only) divided into 4500000 (Forty FiveLakhs) equity shares of Rs. 10/-(Rupees Ten Only) each to Rs. 150000000/- (RupeesFifteen Crore Only) divided into 15000000 (One Crore Fifty Lakhs) equity shares of Rs.10/- (Rupees Ten Only).

During the Year the company has completed the Initial Public Issue (IPO) and raised atotal capital of Rs. 142.80 Lakhs comprises of fresh issue of 1120000 Equity Shares offace value of Rs. 10/- (Rupees Ten Only) each for cash at a premium of Rs. 2.75/- PerShare. The equity shares of the company were listed on BSE SME Platform effective from16th July 2015 and subsequent to this the paid share capital of the Company is increasedfrom 30020000 (Rupees Three Crore Twenty Thousand Only) divided into 3002000 (ThirtyLakhs Two Thousand) equity shares of Rs. 10 (Rupees Ten Only) each to Rs. 41220000(Rupees Four Crore Twelve Lakhs Twenty Thousand) divided into 4122000 (Forty One LakhsTwenty Two Thousand) equity shares of Rs. 10/- (Rupees Ten Only) each.

6. USE OF PROCEEDS

The proceeds from the Initial Public Issue (IPO) of the Company have been deployed forthe purpose of the objects as stated in the prospectus dated 24th June 2015.

7. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

Management Discussion & Analysis Report has been separately furnished in the AnnualReport.

8. FINANCE

Cash and Bank Balance as at 31st March 2016 was Rs. 6423537/-

The Company continues to focus on judicious management of its working capitalreceivable and other working capital parameters were kept under strict check throughcontinuous monitoring.

9. DEPOSITS

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

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

Following are the particulars of loans guarantees and investments under sec 186 of theCompanies Act 2013.

A) Loans Provided:-

Sr. No Name of Parties Opening Balance (In Rs.) Amount of Transaction during the Year (In Rs.) Amount of Repayment (In Rs.) Closing Balance (In Rs.)
1 Pure Online Panel Research Services Private Limited NIL 2141521/- NIL 2141521/-
2 Atrevido Research and Consultants Private Limited (Earlier Known as Emtee Research and Consultants Private Limited NIL 151302/- NIL 151302/-

B) Guarantees Provided:- NIL

C) Investments Made:-

Sr. No Nature of Investment Opening Balance (In Rs.) Amount of Transaction during the Year (In Rs.) Closing Balance (In Rs.)
1 Atrevido Research and Consultants Private Limited. (Investment in wholly Owned Subsidiary) 70000/- 30000/- 100000/-
2 Scent Analysis Majestic Private Limited. (Investment in Joint Venture Entity) 50000/- NIL 50000/-

11. INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT

The Company has established a well-defined process of risk management wherein theidentification Analysis and assessment of the various risks measuring of the probableimpact of such risks formulation of risk mitigation strategy and implementation of thesame takes place in a structured manner. Though the various risks associated with thebusiness cannot be eliminated completely all efforts are made to minimize the impact ofsuch risks on the operations of the Company. Necessary internal control systems are alsoput in place by the Company on various activities across the board to ensure that businessoperations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources.

12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(m) of the Companies Act 2013 is not applicable to ourCompany as the company does not own any manufacturing facility.

There was foreign exchange inflow of Rs. 55164270 for exports and Outflow of Rs.3502005 for project expenses during the year under review.

13. INDUSTRIAL RELATION

During the year under review your Company enjoyed cordial relationship with clientsand employees at all levels.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retire by Rotation:-

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. - Rajendra Kumar Sharma Whole Time Director (DIN:06879460) of the company is liable to retire by rotation in the fourth coming AnnualGeneral Meeting and being eligible he offer himself for re-appointment.

15. COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF

Board of Directors:

Category Name of Director
Executive and Non Independent Director Mr. Rajendra Kumar Sharma
Mr. Sarang Panchal
Non-Executive and Independent Director Mr. Rupesh Bhujbal
Ms. Priamvada
Princeton
Mr. Rajesh Oberoi

Audit Committee:

Sr. No. Name Status in Committee
1 Rupesh Bhujbal Chairman
2 Priamvada Princeton Member
3 Rajesh Oberoi Member
4 Sonali Gamne Secretary

Nomination And Remuneration Committee:

Sr. No. Name Status in Committee
1 Rupesh Bhujbal Chairman
2 Priamvada Princeton Member
3 Rajesh Oberoi Member
4 Sonali Gamne Secretary

Stake Holders Relationship Committee:

Sr. Name Status in Committee
1 Rupesh Bhujbal Chairman
2 Priamvada Princeton Member
3 Rajesh Oberoi Member
4 Sonali Gamne Secretary

16. DECLARATION OF INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

17. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the directors individual as well as the evaluation ofthe working of its Committees. The performance evaluations of independent Directors werealso carried out and the same was noted.

18. NOMINATION AND REMUNERATION COMMITTEE

The Board has on the recommendation of the and remuneration committee framed a policyfor selection and appointment of directors Senior Management and their remuneration.

19. MEETINGS OF THE BOARD

Twelve meetings of the Board of Directors were held during the year. The interveninggap between the meetings was within the period prescribed under Companies Act 2013.

20. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanation obtained by them your Directors make the following statements in terms of theSection 134(3)(c) of the Companies Act 2013:

(i) That in the preparation of the annual financial statements for the year endedMarch31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(ii) That such accounting policies as mentioned in the Financial Statements as‘Significant Accounting Policies’ have been selected and applied consistentlyand judgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at March 31 2016 and of theprofit of the Company for the year ended on that date;

(iii) That proper and sufficientcare has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.

21. RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial yearwere on arm’s length basis and were in the ordinary course of business. There are nomateriallysignificantrelated 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.Particulars of contract or arrangements with relatedparties is annexed herewith in Form AOC 2 as "Annexure - B".

22. SUBSIDIARYANDJOINTVENTURECOMPANIES

WHOLLY OWNED SUBSIDARY

• ATREVIDO RESEARCH AND CONSULTANTS PRIVATE LIMITED (ARCPL) (Earlier Known asEmtee Research & Consultants Private Limited)

Company was incorporated on 12th August 2014. The Company earned a profit after tax ofRs. 118673/- Your company also acquired balance 30% stake in Subsidiary and made itwholly owned subsidiary effective from 8th February 2016. The name of the wholly ownedsubsidiary Company Emtee Research and Consultants Private Limited has been changed to"Atrevido Research And Consultants Private Limited" effective from 19thFebruary 2016. The Company is engaged in providing market research services with apurpose of providing complete fast and accurate information to clients using latestdigital technology based on Android platform.

The silent features of financial statement of subsidiary and joint venture in formAOC-1 is attached as "Annexure A" which forms part of this report.

JOINT VENTURE

• SCENT ANALYSIS MAJESTIC PRIVATE LIMITED (SAMPL)

Company was incorporated on 10th October 2014. Company is at early stage and justcommence operations so there is loss of Rs. 650500/-. Your company holds 50% of equityshares in SAMPL since 10th October 2014. The company is the Jointly Controlled Entity andit is incorporated by way of Joint Venture agreement entered into between MajesticResearch Services and Solutions Limited and Analysis the Scent Company

International Gmbh. The Company is engaged in providing market research services with apurpose to help clients at all stages of development. It fills the research gap betweensensory science and traditional market research providing rich and detailed consumerinsights for product (sensorial) development. The silent features of financial statementof subsidiary and joint venture in form AOC-1 is attached as "Annexure A" whichforms part of this report.

23. CODE OF CONDUCT

The Board of Director has approved a Code of Conduct which is applicable to the Membersof the Board of Directors and all the employees in the course of day to day businessoperations of the Company.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealing and inparticulars on matters relating to integrity in the work place in business practices andin dealing with stakeholders.

24. NOMINATION AND REMUNERATION POLICY

In terms of Section 178(3) of the Companies Act 2013 and provisions of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 a policy on Director’s Key Managerial Personnel and Senior ManagementEmployee’s appointment and remuneration including criteria for determining theirqualifications positive attributes independence and other prescribed matters wasformulated and recommended by the Nomination and Remuneration Committee and adopted by theBoard of Directors at their respective meetings held on 26th December 2015.

25. WHISTLE BLOWER POLICY / VIGIL MECHANISM

During the year your Directors have constituted a Whistle Blower Policy /Vigilmechanism policy for the company to report to the management instances of unethicalbehavior actual or suspected fraud or violation of the company’s code of conduct ofthe company.

26. COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has constituted Internal Complaints Committee under and as per the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Duringthe year under review no instance of compliant or report under the said Act wasregistered in any of the units of the Company.

27. STATUTORY AUDITORS

M/s .R. T. Jain Chartered Accountants (having Firm Reg. No. 103961W) as StatutoryAuditors of the Company holds office from the conclusion of this 3rd Annual GeneralMeeting until the conclusion of the 8thAnnual General Meeting subject to annualratification by members of the company at every Annual General Meeting. The Company hasreceived letter from M/s R. T. Jain Chartered Accountants. to the effect that ofappointment if made would be within the prescribed limits under Section 139 of theCompanies Act 2013 and that they are not disqualified for such appointment within themeaning of Section 141 of the Companies Act 2013.

28. SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act 2013 and Rules made there under Ms.Rupal D Jhaveri Practicing Company Secretary Mumbai have been appointed as a SecretarialAuditors of the Company in the meeting of the Board of Directors held on 5th September2015. The report of the Secretarial Auditor is enclosed as "Annexure-D".

29. INTERNAL AUDITOR

In terms of Section 138 of the Companies Act 2013 and Rules made there under M/s.Lalit Parmar and Associates Chartered Accountants Mumbai have been appointed as anInternal Auditors of the Company in the meeting of the Board of Directors held on 5thSeptember 2015. During the year the company continued to implement his suggestions andrecommendations to improve the control environment. Their scope of works includes reviewof processes for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas.

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

There are no qualifications reservations or adverse remarks made by the Auditors intheir report except outstanding statutory dues of Rs. 2540488/- as on March 31 2016 fora period of more than six months from the date they became payable.

31. EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return in Form MGT – 9 is annexedherewith as "Annexure C".

32. PARTICULARS OF EMPLOYEES

There was no employee who was employed throughout the year or part thereof and inreceipt of remuneration aggregating to Rs. 6000000/- p.a or more or who was employed forpart of the year and in receipt of remuneration aggregating to Rs. 500000/- p.m or more.

PARTICULARS AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014.

The details related to employees and their remuneration as required under Section197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are mentioned in "Annexure E" to this Board’sReport. Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not applicable to the company as no employee fallsunder the threshold provided therein.

33. CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform is exempted fromprovision of corporate governance as per Regulation 15 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. Hence nocorporate governance report is disclosed in this Annual Report. However we have compliedwith the relevant provision of the Companies Act 2013 and rules thereunder with regardsto formation of committies.

34. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year Number of shareholders who approached listed entity for transfer of shares from suspense account during the year Number of shareholders to whom shares were transferred from suspense account during the year Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year
NIL NIL NIL NIL

35. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135(1) and 135(5) of the Companies Act 2013 regardingconstitution of Corporate Social Responsibility (CSR) Committee and spending of atleast 2%of average net profit are not applicable to the Company.

36. ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for support extendedby the bankers business associates clients consultants auditors shareholders and theemployees of the Company for their co-operation and support.

The Board of Directors would also like to place on record their sincere appreciationfor the cooperation received from the Local Authorities and all statutory and/orregulatory bodies.

For and on behalf of the Board
Rajendra Kumar Sharma
(Chairman and Whole Time Director)
DIN: 06879460
Mumbai 3rd September 2016