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Majestic Research Services & Solutions Ltd.

BSE: 539229 Sector: Others
NSE: N.A. ISIN Code: INE196R01012
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OPEN 369.00
PREVIOUS CLOSE 377.00
VOLUME 3600
52-Week high 408.00
52-Week low 58.25
P/E 78.81
Mkt Cap.(Rs cr) 365
Buy Price 355.00
Buy Qty 1200.00
Sell Price 364.90
Sell Qty 1200.00
OPEN 369.00
CLOSE 377.00
VOLUME 3600
52-Week high 408.00
52-Week low 58.25
P/E 78.81
Mkt Cap.(Rs cr) 365
Buy Price 355.00
Buy Qty 1200.00
Sell Price 364.90
Sell Qty 1200.00

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

Company director report

BOARD'S 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 2017.

1. FINANCIAL SUMMARY

( Rs. in Lakhs)

Particulars 2016-17 2015-16
Total Revenue 2296.62 1127.50
Total Expenses 1597.22 846.01
Profit or Loss before Exceptional and Extraordinary items and Tax 699.40 281.49
Less: Exceptional Items - -
Less: Extraordinary Items - -
Profit or Loss before Tax 699.40 281.49
Less: Current Tax (242.92) (93.38)
Deferred Tax (Liability)/ Asset 6.59 2.52
Profit or (Loss) After Tax 463.07 190.02
Add: Balance as per last Balance Sheet 258.12 68.11
Less: Transfer to Reserves - -
Balance Transferred to Balance Sheet 1519.19 258.12

2. REVIEW OF OPERATIONS

During the year under review revenue of the Company was ' 2296.62/-(In Lakhs) ascompared to ' 1112.96/- in the corresponding previous year. The Company earned profitafter tax of ' 463.07/- as compared to ' 190.02/- in the previous year. The Company'sReserves and Surplus increased from ' 258.12/- to ' 1519.19/-. Your Directors areoptimistic about Company's business and hopeful of better performance with increasedrevenue in next year. There was no change in the nature of business of Company.

3. DIVIDEND

With a view to plough back the profits your Directors do not recommend any Dividend onthe Equity Share for the financial year under review.

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. CHANGE IN SHARE CAPITAL AND FURTHER PUBLIC OFFER

During the Year the Company has completed the Further Public Issue (FPO) and raised atotal Capital 998.64 Lakhs comprises of fresh issue of 876000 Equity Shares of facevalue of '10/- (Rupees Ten Only) each for cash at a premium of ' 104/- Per Share. TheEquity Shares of the Company were first listed on BSE SME Platform on 16thJuly 2015 and the Company has issued 876000 fresh equity shares through Further PublicOffer (FPO) which got listed and were permitted to trade with effect from WednesdayDecember 14 2016 on the SME Platform of BSE Limited and subsequent to this the Paid-upShare Capital of the Company is increased from ' 41220000 (Rupees Four Crore TwelveLakhs Twenty Thousand) divided into 4122000 (Forty One Lakhs Twenty Two Thousand) EquityShares of ' 10/- (Rupees Ten Only) each to ' 8760000 (Rupees Eighty Seven Lakhs SixtyThousand) divided into 876000 (Eight Lakhs Seventy Six Thousand) Equity Shares of ' 10/-(Rupees Ten Only).

6. USE OF PROCEEDS

The proceeds raised from the Further Public Issue (FPO) of the Company are in theprocess of deployment for the purpose of the objects as stated in the prospectus dated 7thDecember 2017. For detail please refer note 31 to financial statements.

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 2017 was ' 1247.70 Lakhs.

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.)
2 Atrevido Research and Consultants Private Limited (Earlier Known as Emtee Research and Consultants Private Limited 1.51 1.13 NIL 2.64

B) Guarantees Provided :- NIL

C) Investments Made:- NIL

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.

(a) Conservation of energy

(i) the steps taken or impact on conservation of energy Company's operation does not consume significant amount of energy.
(ii) The steps taken by the company for utilizing alternate sources of energy Not applicable in view of comments in clause (i)
(iii) the capital investment on energy conservation equipment's Not applicable in view of comments in clause (i)

(b) Technology Absorption

(i) the effort made towards technology absorption Nil
(ii) the benefits derived like product improvement cost reduction product development or import substitution Nil
(iii) in case of imported technology (important during the last three years reckoned from the beginning of the financial year) Nil
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof
(iv) the expenditure incurred on Research and Development Nil

(c) Foreign Exchange Earnings and Outgo

Particulars 2016-17 2015-16
Foreign Exchange earnings (inflow) 883.06 551.64
Foreign Exchange outgo (outflow) 42.64 35.02

13. INDUSTRIAL RELATION

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

14. DETAILS OF DIRECTORS / KMP / APPOINTED / RESIGNED DURING THE YEAR:

During the Year under review Ms. Sonali Gamne resigns as Company Secretary with effectfrom 9th January 2017. The Board of Directors wishes to place on record herappreciation for contribution made by Ms. Sonali Gamne during her tenure as a CompanySecretary.

Ms. Kajal Sudani has been appointed as Company Secretary of the Company with effectfrom 9th January 2017 in place of Ms. Sonali Gamne.

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Sarang Panchal - Managing Director (DIN: 00046744) of theCompany is liable to retire by rotation in the ensuing Fifth Annual General Meeting andbeing eligible seeks 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:

Name Status in Committee
1 Rupesh Bhujbal Chairman
2 Priamvada Princeton Member
3 Rajesh Oberoi Member
4 Sonali Gamne (till 09.01.2017) Secretary
5. Kajal Sudani (w.e.f. 09.01.2017) Secretary

Nomination And Remuneration Committee:

Name Status in Committee
1 Rupesh Bhujbal Chairman
2 Priamvada Princeton Member
3 Rajesh Oberoi Member
4 Sonali Gamne (till 09.01.2017) Secretary
5. Kajal Sudani (w.e.f. 09.01.2017) Secretary

Stake Holders Relationship Committee:

Name Status in Committee
1 Rupesh Bhujbal Chairman
2 Priamvada Princeton Member
3 Rajesh Oberoi Member
4 Sonali Gamne (till 09.01.2017) Secretary
5. Kajal Sudani (w.e.f. 09.01.2017) Secretary

16. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declaration from all the Independent Directors underSection 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013 and SEBI (LODR)Regulations 2015.

17. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES

A formal evaluation of the performance of the Board its Committees the Chairman andthe individual Directors was led by Nomination & Remuneration Committee theevaluation was done using individual interviews covering amongst other vision strategyand role clarity of the Board. Board dynamic and processes contribution towardsdevelopment of the strategy risk management budgetary controls receipt of regularinputs and information functioning performance & structure of Board Committeesethics & values skill set knowledge & expertise of Directors leadership etc.

As part of the evaluation process the performance of Non- Independent Directors theChairman and the Board was done by the Independent Directors. The performance evaluationof the respective Committees and that of independent and Non Independent Directors wasdone by the

Board excluding the Director being evaluated. The Directors expressed satisfaction withthe evaluation process.

18. MEETINGS OF THE BOARD

Nine meetings of the Board of Directors were held during the year. The intervening gapbetween the meetings was within the period prescribed under Companies Act 2013.

19. 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 endedMarch312016 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 consistently andjudgments 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 sufficient care 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

20. 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 no materially significantrelated party transactions made by the Company with Promoters Key Managerial Personnel orother designated persons which may have potential conflict with interest of the Company atlarge. Particulars of contract or arrangements with related parties is annexed herewith inForm AOC 2 as "Annexure - B".

21. SUBSIDIARY AND JOINT VENTURE COMPANIES WHOLLY OWNED SUBSIDARY

WHOLLY OWNED SUBSIDARY COMPANY

ATREVIDO RESEARCH AND CONSULTANTS PRIVATE LIMITED (ARCPL) (Earlier Known as EmteeResearch & Consultants Private Limited)

Company was incorporated on 12th August 2014. The Company earned a profitafter tax of ' 6082/- Your Company had entered into a share subscription and shareholder'sagreement on January 23 2015 with Mr. Mukund Tripathi and Mrs. Deepa Tripathi foracquisition of 7000 shares comprising 70% of holding of Emtee Research & ConsultantsPrivate Limited and further on February 08 2016 Company had acquired balance 30% holdingof Emtee Research & Consultants Private Limited and consequent to this it becomeswholly owned subsidiary of Majestic Research Services and Solutions Limited and furtherwith effect from February 19 2016 the name of the Company's wholly owned subsidiary hasbeen changed to "Atrevido Research And Consultants Private Limited". The silentfeatures of financial statement of subsidiary in form AOC-1 is attached as "AnnexureA" which forms part of this report.

22. MERGERS ACQUISITIONS AND DIVESTMENT

Your Company had divest its shareholding in Scent analysis Majestic Private Limited toits JV partner Analysis the Scent International GmbH. The decision to divest from thisbusiness was due strategic differences in the business model to be followed. MRSS believesthat the services it offers its clients should not be restrictive and not from one singlepartner only. MRSS prefers to be an aggregator of ‘Market Research Technologies' andso would be the case in the area of ‘Sensory Research'

The Company has transferred 50% Stake and control in Scent Analysis Majestic PrivateLimited to Analysis the Scent International GmbH and its nominee on 28thDecember 2016.

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

The policy on nomination and remuneration of Directors Key Managerial Personnel andother employees has been formulated in terms of the provision of The Compnies act 2013and SEBI (LODR) Regulation 2015 in order to pay equitable remuneration to the DirectorsKey Managerial Personnel and employees Company and to harmonise the aspiration of humanresources consistent with the goals of the Company.

The remuneration policy is aimed at rewarding performance based on review ofachievements on a regular basis. The components of the total remuneration vary fordifferent levels and are governed by Industry pattern practice qualification andexperience of the employees and responsibilities handled by them. The objectives of theremuneration policy are to motivate and encourage the employees to deliver higherperformance and to recognize their contribution.

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 of theCompany.

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 & Co. LLP Chartered Accountants Mumbai (Firm Registration No.103961W/ W100182) who is the Statutory Auditor of your Company hold office until theconclusion of the Eighth AGM to be held in the year 2020 subject to ratification of itsappointment at every AGM. The Members year on year will be requested to ratify itsappointment as Auditor and to authorize the Board of Directors to fix their remuneration.In this connection the attention of the Members is invited to Item No. 2 of the Notice.

Members will also be requested to pass a resolution for ratification of Auditor.

28. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013 and Rules made there under M/s.Alka Gattani & Company Practicing Company Secretary have been appointed as aSecretarial Auditors of the Company to conduct the Secretarial Audit of the Company forFinancial Year 2017-2018. 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. SChandulal & Co Chartered Accountants Mumbai have been appointed as an InternalAuditors of the Company for Financial Year 2017-2018. During the year the Companycontinued to implement his suggestions and recommendations to improve the controlenvironment. Their scope of works includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all 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 '69.04 Lakhs as on March 312017 for aperiod of more than six months from the date they became payable. However as on date thedues has been paid and the Board is trying to maintian utmost financial discipline andavoid delay in payment of statuatory dues.

31. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act 2013 Extract ofthe Annual Return in MGT -9 for the Financial Year ended March 31 2016 made under theprovisions of Section 92(3) of the Act and rule 12(1) of the Companies (Management andAdministration) Rules 2014 is attached as "Annexure C" which forms partof this Report.

32. PARTICULARS OF EMPLOYEES

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

PARTICULARS AS PER RULE 5 OF THE COMPANIES (APPOINTEMENT 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 no corporategovernance report is disclosed in this Annual Report. However we have complied with therelevant provision of the Companies Act 2013 and rules thereunder with regards toformation 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 co-operation 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 29th August 2017