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Aurum Proptech Ltd.

BSE: 539289 Sector: IT
NSE: AURUM ISIN Code: INE898S01029
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OPEN 91.00
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VOLUME 6055
52-Week high 162.65
52-Week low 53.04
P/E
Mkt Cap.(Rs cr) 626
Buy Price 0.00
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Sell Price 0.00
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Aurum Proptech Ltd. (AURUM) - Director Report

Company director report

To the Members

Your Directors have pleasure in submitting the 8th Board of Directors’Report along with the audited financial statements of the Company for the year endedMarch 31 2021.

1. FINANCIAL SUMMARY

Rs. ( in Lakhs)

Particulars Consolidated Standalone
Continuing Operations Discontinued Operations*
Year ended March 31 2021 Year ended March 31 2020 Year ended March 31 2021 Year ended March 31 2020 Year ended March 31 2021 Year ended March 31 2020
Revenue from operations
Rental Income 732 1024 - - 732 1024
Information technology services - - 59790 103338 - -
Reimbursement of expenses from customers 219 - - 710 219 -
Total Operating Revenue 951 1024 59790 104048 951 1024
Other Income 4374 815 162 1357 4374 815
Total Income 5325 1839 59952 105405 5325 1839
Employee Benefits and other expenses 1963 1120 49819 92288 1963 1120
Depreciation and amortization expenses 66 62 2260 3339 66 62
Finance costs 6 34 96 168 6 34
Total Expenses 2035 1216 52175 95795 2035 1216
Exceptional items – expense/ (income) (306797) - 1359 (1497) (323682) (1869)
Profit before Tax 310087 623 6419 11107 326972 2492
Tax expense 73278 95 1942 2613 73278 95
Profit after Tax 236809 528 4477 8494 253694 2397
Other Comprehensive Income/ (Loss) (1) (0) (1974) 3972 (1) (0)
Total Comprehensive Income 236808 528 2503 12466 253693 2397
Earnings per share of face value of Rs. 5/- each
Basic (Rs.) 813.29 1.85 (197.86) 22.42 871.28 8.42
Diluted (Rs.) 813.29 1.79 (197.86) 21.66 871.28 8.13

*The Company has sold off the subsidiary on September 21 2020. The consolidatedresults are prepared considering the operations of the subsidiary till September 21 2020and are shown under discontinued operations.

Financial Statements for the year ended March 31 2021 have been prepared in accordancewith Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the CompaniesAct 2013 (hereinafter referred to as "the Act") read with Rule 3 of theCompanies (Indian Accounting Standards) Rules 2015 as amended and the Companies (IndianAccounting Standards) Amendment Rules 2016.

2. COVID-19 IMPACT

The COVID-19 pandemic is rapidly evolving and having a material impact on how thebusinesses operate. Majesco Limited has taken immediate action and the majority ofemployees have been working remotely since March 16 2020. Since then all businessoperations of the Company have been functioning normally. We have adopted best practicesfor working virtually with our customers to ensure projects continue to move forward. Theswift implementation of the plan has ensured that we have not experienced any disruptionsto our business operations.

3. RESULTS OF OPERATIONS

a) Consolidated operations

(i) Continuing Operations

The Group reported a total income of Rs. 5325 Lakhs for the year ended March 31 2021as compared to Rs. 1839 Lakhs for the year ended March 31 2020. The Group earneda net profit of Rs. 241287 Lakhs for the year ended March 31 2021 as compared to netprofit of Rs. 9022 Lakhs for the year ended March 31 2020.

(ii) Discontinued Operations

The operation of subsidiary has been considered till September 21 2020. The Groupreported a total income of Rs. 59952 Lakhs for the year ended March 31 2021 as comparedto Rs. 105405 Lakhs for the year ended March 31 2020. The Group earned a net profit ofRs. 4477 Lakhs for the year ended March 31 2021 as compared to net profit of Rs. 8494Lakhs for the year ended March 31 2020.

b) Standalone Operations

Your Company reported a total income of Rs. 5325 Lakhs for the year ended March 312021 as compared to Rs. 1839 Lakhs for the year ended March 31 2020. The Company earneda net profit of Rs. 253694 Lakhs (Including Rs. 323682 Lakhs of exceptional gainpursuant to sale of investment in subsidiary) for the year ended March 31 2021 ascompared to net profit of Rs. 2397 Lakhs for the year ended March 31 2020.

4. RESERVES

No amount is proposed to be transferred to reserves for the year ended March 31 2021.

5. DIVIDEND

The Board of Directors have approved and paid interim dividend @ 19480% i.e. Rs. 974/-per equity share of face value of Rs. 5/- each for the financial year 2020-21.

6. CHANGE IN SHARE CAPITAL

During the year under review there was no change in authorized share capital of theCompany. During the year under review the Company allotted 1501830 equity shares offace value of Rs. 5/- each to various employees in Majesco group and Managing Director ofthe Company on exercise of vested stock options. These equity shares rank pari passu inall respects with existing equity shares of the Company.

Pursuant to Buyback 1574088 Equity Shares of the Company which were bought backduring the tendering period have been extinguished on December 23 2020.

As on March 31 2021 the paid-up share capital of your Company stood at Rs.143148445/- comprising 28629689 equity shares of face value of Rs. 5/- each.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN MARCH 31 2021 AND DATE OF THIS REPORT & CHANGE IN NATURE OF BUSINESS

Pursuant to share purchase agreement executed between Aurum Platz IT Private Limited(Aurum) and erstwhile promoter shareholders of the Company dated March 21 2021(‘SPA’) Aurum made a mandatory open offer in accordance with Securities andExchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations2011 ("Takeover Regulations") to the Public Shareholders of the Company foracquisition of upto 7443720 fully paid-up equity shares of face value of Rs. 5/- eachrepresenting 26% of Voting Share Capital of the Company at a price of Rs. 77/- per fullypaid equity share. The tendering period for the Public shareholders under the Open Offerwas open from May 20 2021 to June 3 2021 and 5801180 shares were tendered by theshareholders (77.93% of the ‘Open Offer’ quantity). The Open Offer was completedby submission of Post Offer Report by DAM Capital Advisors Limited Merchant Bankerthereby confirming status of completion of various Open Offer requirements. As on dateAurum holds 10032859 fully paid-up equity shares of face value Rs. 5/- representing35.04% of the Voting Share Capital of the Company.

8. SUBSIDIARY COMPANIES

Your Company has no subsidiary as on March 31 2021.

9. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations") ManagementDiscussion and Analysis Report forms part of this Annual Report.

10. BUSINESS RESPONSIBILITY REPORT

In accordance with Regulation 34 of SEBI Listing Regulations as amended BusinessResponsibility Report is not applicable to the Company.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofsub-sections (3) (c) and (5) of Section 134 of the Act that:

a) In preparation of the Financial Statements for the financial year ended March 312021 the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;

b) We have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2021 and of the profitof the Company for the year ended on that date;

c) We have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities;

d) Financial Statements of the Company had been prepared on a going concern basis;

e) We have laid down Internal Financial Controls to be followed by the Company whichare adequate and operating effectively; and

f) We have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on date of this report the Company has six Directors out of those three areIndependent Directors including one Woman Independent Director.

a) Appointment of Mr. Onkar Shetye as an Additional Executive Director of the Company

Mr. Onkar Shetye (DIN: 06372831) was appointed as an Additional Executive Director fortenure of three years with effect from May 4 2021 not liable to retire by rotation.Proposal for his appointment as an Executive Director is being placed for the approval ofmembers of the Company at the ensuing AGM.

b) Appointment of Mr. Srirang Athalye as an Additional Non-Executive Director of theCompany

Mr. Srirang Athalye (DIN:02546964) was appointed as an Additional Non- ExecutiveDirector. Proposal for his appointment as Non- Executive Director is being placed for theapproval of members of the Company at the ensuing AGM.

c) Appointment of Mr. Ramashrya Yadav as an Additional Non-Executive Director of theCompany

Mr. Ramashrya Yadav (DIN: 00145051) was appointed as an Additional Non- ExecutiveDirector. Proposal for his appointment as Non- Executive Director is being placed for theapproval of members of the Company at the ensuing AGM.

d) Appointment of Mr. Ajit Joshi as an Additional Independent Director of the Company

Mr. Ajit Joshi (DIN: 08108620) was appointed as an Additional Independent Director.Proposal for his appointment as an Independent Director is being placed for the approvalof members of the Company at the ensuing AGM.

e) Appointment of Dr. (Mrs.) Padma Deosthali as an Additional Independent Director ofthe Company Dr. (Mrs.) Padma Deosthali (DIN: 0009250994) was appointed as anAdditional Independent Director. Proposal for her appointment as an Independent Directoris being placed for the approval of members of the Company at the ensuing AGM.

f) Resignation of Mr. Farid Kazani (DIN: 06914620) as Managing Director of the Company Mr.Farid Kazani (DIN: 06914620) who was re-appointed as Managing Director for tenure of threeyears from July 4 2020 to July 3 2023 resigned from the Company with effect from May04 2021 to pursue other opportunities. He also confirmed that there was no other reasonfor his resignation from the Company.

g) Resignation of Mr. Radhakrishnan Sundar (DIN: 00533952) as an Executive Director ofthe Company Mr. Radhakrishnan Sundar (DIN: 00533952) who was reappointed as ExecutiveDirector for tenure of three years from June 1 2018 to May 31 2021 resigned from theCompany with effect from May 04 2021 due to the terms of Share Purchase Agreement signedwith Aurum Platz IT Private Limited on March 21 2021 in relation to acquisition ofpromoter shareholding in the Company. He also confirmed that there was no other reason forhis resignation from the Company.

h) Resignation of Mr. Ashank Desai (DIN: 00017767) as a Non-Executive Director of theCompany

Mr. Ashank Desai (DIN: 00017767) who was appointed as a Non-Executive Director onMay 31 2019 resigned from the Company with effect from May 04 2021 due to the terms ofShare Purchase Agreement signed with Aurum Platz IT Private Limited on March 21 2021 inrelation to acquisition of promoter shareholding in the Company. He also confirmed thatthere was no other reason for his resignation from the Company.

i) Resignation of Mr. Venkatesh N. Chakravarty (DIN: 01102892) as a Non-ExecutiveChairman and Independent Director of the Company Mr. Venkatesh N. Chakravarty (DIN:01102892) who was re-appointed as a Non-Executive Chairman and Independent Director fortenure of five years from April 30 2020 to April 29 2025 resigned from theCompany with effect from July 23 2021 due to pre-occupation. He also confirmedthat there was no other reason for his resignation from the Company.

j) Resignation of Mr. Ketan Mehta (DIN: 00129188) as a Non-Executive Director of theCompany Mr. Ketan Mehta (DIN: 00129188) who was re-appointed as a Non-ExecutiveDirector resigned from the Company with effect from July 23 2021 due to the terms ofShare Purchase Agreement signed with Aurum Platz IT Private Limited on March 21 2021 inrelation to acquisition of promoter shareholding in the Company. He also confirmed thatthere was no other reason for his resignation from the Company.

k) Resignation of Mrs. Madhu Dubhashi (DIN: 00036846) as an Independent Director of theCompany Mrs. Madhu Dubhashi (DIN: 00036846) who was re-appointed as anIndependent Director for tenure of five years from April 30 2020 to April 29 2025resigned from the Company with effect from July 23 2021 due to pre-occupation. She alsoconfirmed that there was no other reason for her resignation from the Company.

l) Independent Directors

All the Independent Directors have furnished declaration of Independence stating thatthey meet the criteria of independence as provided under Section 149(6) of the Act andRegulation 16(1) and 25(8) of the SEBI Listing Regulations and there has been no change inthe circumstances which may affect their status as Independent Directors during the year.

Further they also declared that they have complied with Rule 6 (1) of the Companies(Appointment and Qualifications of Directors) Rules 2014 with respect to the inclusion ofname in the data bank created by the Indian Institute of Corporate Affairs.

m) Key Managerial Personnel

Key Managerial Personnel for the financial year 2020-21

Mr. Farid Kazani (DIN: 06914620) Managing Director*

Mr. Radhakrishnan Sundar (DIN: 00533952) Executive Director^

Mr. Kunal Karan Chief Financial Officer

Mrs. Varika Rastogi Company Secretary#

As on date of the report following are the Key Managerial Personnel –

1. Mr. Onkar Shetye (DIN: 06372831) – Executive Director

2. Mr. Kunal Karan – Chief Financial Officer During the year under review therewere no changes in the Key Managerial Personnel of the Company.

*Resigned w.e.f. May 04 2021 ^Resigned w.e.f. May 04 2021

# Resigned w.e.f. July 16 2021

n) Number of Board Meetings

The Board of Directors of the Company met eleven times during the financial year2020-21. The details of the Board meetings and the attendance of the Directors are givenin Corporate Governance Report which forms part of this report.

13. COMMITTEES OF THE BOARD

Your Company has duly constituted the Committees required under the Act read withapplicable Rules made there under and the SEBI Listing Regulations.

The Company has an Audit Committee with the constitution powers and role as areprescribed under Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations.The other statutory committees of the Board are given below:

i) Investors’ Grievances and Stakeholders’ Relationship Committee

ii) Nomination and Remuneration Committee

iii) Corporate Social Responsibility Committee Details with regard to compositionpowers role meetings held and attendance of members at meetings of the relevantCommittee are provided in the Report on Corporate Governance which forms part of thisAnnual Report.

14. BOARD’S PERFORMANCE EVALUATION

In compliance with requirement of the provisions of Section 178 of the Act read withRules framed thereunder and Schedule IV to the Act as well as Regulation 17(10) of theSEBI Listing Regulations the performance evaluation of the Board as a whole was notrequired to be conducted as the Board composition during the financial year 2020-21 are nolonger associated with the Company and individual director was carried out during the yearunder review. For financial year 2020-21 the Company had adopted the Internal methodologyfor carrying out Board Evaluation exercise.

Director’s Self-appraisal Form as well Director’s Appraisal Peer Review Formhad also been circulated for carrying out 360o appraisal of Individual Boardmember.

The outcome of the evaluation of the Board was comprehensively discussed at the meetingof Nomination and Remuneration Committee and Board Meeting.

Performance Evaluation process of Independent Director was based on the declarationsreceived from Independent Director that they fulfilled the criteria of independence asrequired under the Act and SEBI Listing Regulations.

15. NOMINATION AND REMUNERATION POLICY

The Company has a policy on remuneration of Directors and Key Managerial Personnel. Thepolicy is approved by the Nomination and Remuneration Committee and the Board of Directorsof the Company.

This policy is available on website of the Company and the link for the same isprovided below: https://majescoltd.in/policies/.

16. PEOPLE PRACTICES

As on March 31 2021 Majesco Limited had a total headcount of 5. The Directors wish toplace on record their appreciation for the contributions made by employees to the Companyduring the year under review.

17. INTERNAL CONTROL SYSTEM

A strong internal control system is pervasive in the Company. The Company hasdocumented a robust and comprehensive internal control system for all the major processesto ensure reliability of financial reporting.

18. INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations.

During the year such controls were tested and no reportable material weakness in thedesign or operations were observed. The Company has policies and procedures in place forensuring proper and efficient conduct of its business the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information. TheCompany has a robust financial closure certification mechanism for certifying adherenceto various accounting policies accounting hygiene and accuracy of provisions and otherestimates.

19. STATUTORY AUDITORS AND THEIR REPORT

Pursuant to Section 139(1) and other applicable provisions of the Companies Act 2013at the 6th AGM held on August

6 2019 M/s. MSKA & Associates Chartered Accountants (ICAI Firm Registration no.:105047W) were appointed as the Statutory Auditors of the Company to hold office for aperiod of 5 consecutive years from the conclusion of the 6th AGM till theconclusion of the 11th AGM of the Company. The Statutory Auditors haveconfirmed that they are not disqualified from continuing as Auditors of the Company.

Further the report of the Statutory Auditors is provided in the financial section ofthe Annual Report. The observations made in the Auditors’ Report are self-explanatoryand do not contain any qualification reservation or adverse remark. Therefore it doesnot call for any further comments.

20. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under M/s. Abhishek Bhate& Co. Company Secretary in Practice has been appointed as Secretarial Auditor of theCompany. The report of the Secretarial Auditor is enclosed as Annexure - I to thisreport. The report is self-explanatory and does not contain any qualification or adverseremark. Therefore it does not call for any further comments.

21. INTERNAL AUDITOR

As required under Section 138 of the Act and Rule 13 of the Companies (Accounts) Rules2014 the Internal Audit function is performed by M/s. Suresh Surana & Associates LLPChartered Accountants. The Internal Auditor presents its report to the Audit Committee.The scope functioning periodicity and methodology for conducting the internal audit hasbeen formulated in consultation with the Audit Committee.

22. REPORTING OF FRAUDS BY AUDITORS

During the year under review neither Statutory Auditors nor Secretarial Auditor havereported to the Audit Committee any instances of fraud committed against the Company byits officers or employees in terms of Section 143(12) of the Act.

23. RISK MANAGEMENT

The Company has clearly laid out framework to implement and monitor Risk ManagementPlan of the Company. The Audit Committee quarterly reviews the risks and remedial measurestaken in this regard. The risks are identified and discussed by Committee at its meetingon quarterly basis. The various risks are categorized as High risk Medium risk and Lowrisk and appropriate steps/ measures are taken/ initiated to mitigate the identifiedrisks from time to time.

24. PARTICULARS OF LOANS GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THE COMPANIESACT 2013

Details of loans guarantees investments covered under provisions of Section 186 ofthe Companies Act 2013 are provided in the notes to the Financial Statements.

25. RELATED PARTY TRANSACTIONS

All Related Party Transactions during the financial year under review were atarm’s length basis and are in compliance with the applicable provisions of the Actand SEBI Listing Regulations. There were no material significant related partytransactions entered into by the Company with Promoters Directors or Key ManagerialPersonnel etc. which may have potential conflict with the interest of the Company atlarge.

All the Related Party Transactions are presented to the Audit Committee and Board fortheir approval. Omnibus approval is given by Audit Committee for the transactions whichare foreseen and repetitive in nature. A statement of all Related Party Transactions ispresented before the Audit Committee and Board on quarterly basis specifying the naturevalue and terms and conditions of the transactions. The said transactions are approved byAudit Committee as well as by Board. The Related Party Transactions Policy as approved bythe Board is uploaded on the Company’s website at https://majescoltd. in/policies/.

There are no such related party transactions required to be reported in Form AOC-2enclosed as Annexure - II to this report.

26. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act the extract of annual return in Form MGT-9 isenclosed as Annexure - III to this report and the same is placed on theCompany’s website at https:// majescoltd.in/financial-information/annual-reports/.

27. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the requirement of the Act and the SEBI Listing Regulations theCompany has established a Whistle Blower Policy/ Vigil mechanism and the same is placed onthe Company’s website at https://majescoltd.in/policies/.

The employees of the Company are made aware of the said policy at the time of joiningthe Company.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The strength of female employees in the Company is less than 10 the Company does nothave an Internal Complaint Committee (ICC) per se.

29. EMPLOYEE STOCK OPTIONS

The Board of Directors hereby confirm that there is been change in the Employee StockOption Plan (‘ESOP’) scheme plan I of the Company through postal ballot. Thefollowing are the amendments –

(i) substituting the existing sub-clause (f) of clause 10 of Part B by the following:

"In the event of bonus/rights or any other issue of securities mergeramalgamation demerger business transfer sale or disposal of any unit(s) division(s) orsubsidiary restructuring or other similar corporate actions the Nomination andRemuneration Committee shall be authorized to provide for such adjustment whether by wayof grant of additional Options to existing Option Holders accelerate the vesting periodfor existing Option Holders or otherwise which in its opinion and discretion providesfor a fair and reasonable adjustment to the Option Holders."

(ii) Inserting the following as sub-clause (e) to clause 12 of Part B after theexisting sub-clause (d) to clause 12 of Part B i.e.:

"If an Option Holder ceases to be an Employee prior to the Exercise of the Optionsgranted as a part of merger amalgamation demerger business transfer sale or disposalof any unit(s) division(s) or subsidiary restructuring or other similar corporateactions all vested Options held by such Employee shall be exercised within a period of 60days from the date of cessation." The other terms and conditions of ESOP Plan exceptas mentioned above are unchanged.

The ESOP plan is in compliance with the SEBI (Share Based Employee Benefits) 2014.

Disclosure in compliance with the SEBI (Share Based Employee Benefits) Regulations2014 are available on the website of the company at the following link:https://majescoltd.in. During the financial year 2020-21 no employee was granted stockoption equal to or exceeding 1% of the issued share capital of the Company at the time ofgrant of options. Since there were no vested options available for exercise to employeesBoard of Directors of the Company be and is hereby granted to close ESOP Scheme Plan I ofthe Company.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Act the Board of Directors of the Company hasformed a CSR Committee. The composition of CSR Committee and brief outline of the CSRpolicy of the Company with the initiative undertaken by the Company on CSR activitiesduring the year are set out in Annexure - IV of this report in the formatprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. The CSRPolicy is available on the website of the Company at https://majescoltd.in/policies/.

31. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required in terms of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014 is givenbelow:

I. Information as per Rule 5(1) of the Companies

(A ppointment and Remuneration of Managerial

Personnel) Rules 2014 a) Ratio of the remuneration of each director to the medianremuneration of the employees ("MRE") of the Company for the financial year2020-21

Name of the Director Ratio to MRE
Executive Directors
Mr. Farid Kazani* 4.66x
Mr. Radhakrishnan Sundar^ 0.16x
Non-Executive Directors
Mr. Venkatesh N. Chakravarty @ Not Applicable
Mr. Ashank Desai$ Not Applicable
Mr. Ketan Mehta% Not Applicable
Mrs. Madhu Dubhashi& Not Applicable
Mr. Vasant Gujarathi Not Applicable

* Resigned w.e.f. May 04 2021

^ Resigned w.e.f. May 04 2021

@ Resigned w.e.f. July 23 2021

$ Resigned w.e.f. May 04 2021

% Resigned w.e.f. July 23 2021

& Resigned w.e.f. July 23 2021

b) Percentage increase in remuneration of each Director Chief Financial OfficerCompany Secretary in the financial year 2020-21:

Name of the Director/ Key Managerial Personnel % increase in remuneration* in the financial year 2020-21
Mr. Farid Kazani* 236.94%
Mr. Radhakrishnan Sundar^ NIL
Mr. Venkatesh N. Chakravarty@ Not Applicable
Mr. Ashank Desai$ Not Applicable
Mr. Ketan Mehta% Not Applicable
Mrs. Madhu Dubhashi& Not Applicable
Mr. Vasant Gujarathi Not Applicable
Mr. Kunal Karan 167.78%
Chief Financial Officer
Mrs. Varika Rastogi 192.31%
Company Secretary #

*Remuneration comprises of Gross Salary and Incentive as per Plan.

*Resigned w.e.f. May 04 2021

^Resigned w.e.f. May 04 2021

@Resigned w.e.f. July 23 2021

$Resigned w.e.f. May 04 2021

%Resigned w.e.f. July 23 2021

&Resigned w.e.f. July 23 2021

#Resigned w.e.f. July 16 2021

c) Percentage increase in the MRE during financial year 2020-21: 185.81%

d) Number of permanent employees on the rolls of the Company as on March 31 2021: 5

e) Average percentage increase made in salaries of employees other than ManagerialPersonnel in the financial year was 110.22% vis-a-vis increase of 204.49% in the salariesof Managerial Personnel.

f) Afirmation that the remuneration is as per the remuneration policy of the Company:We afirm that the remuneration is as per the remuneration policy of the Company

II. Information as per Rule 5(2) of the Companies (A ppointment and Remuneration ofManagerial Personnel) Rules 2014

The statement containing particulars of employees in terms of remuneration drawn isprovided in a separate annexure forming part of this report. However having regard toSection 136 of the Act the Annual Report excluding the aforesaid annexure is being sentto all the members of the Company and others entitled thereto. The said annexure is openfor inspection and any member who wishes to inspect shall send a request for the same onthe e-mail id of the Company i.e. investors.grievances@majescoltd.in.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and operations of theCompany.

33. PUBLIC DEPOSITS

Your Company has not accepted any deposits from public in terms of Section 73 and/ or74 of the Act.

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

(a) Conservation of energy: considering nature of business of the Company energycosts constitute a small portion of the total cost and there is not much scope for energyconservation.

(i) the steps taken or impact on conservation of energy.
(ii) the steps taken by the company for utilizing alternate sources of energy Not Applicable
(iii) the capital investment on energy conservation equipment’s
(b) Technology absorption:
(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement cost reduction product development or import substitution
(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 Not Applicable
(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 used

Total foreign exchange used and earned by Majesco Limited (Rs. in Lakhs)

Year ended March 31 2021 Year ended March 31 2020
Exchange used 34 48
Exchange earned Nil Nil

35. CORPORATE GOVERNANCE

The Company has complied with corporate governance requirements as prescribed under theAct and the SEBI Listing Regulations. A separate section on corporate governance practicesfollowed by the Company together with the certificate from M/s. Abhishek Bhate & Co.Company Secretary in Practice forms an integral part of this report.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all applicable mandatory Secretarial Standards issued bythe Institute of Company Secretaries of India.

37. ACKNOWLEDGMENT

Your Directors place on record their appreciation for employees at all levels whosehard work and solidarity have contributed to the growth and performance of your Company.Your Directors also thank the customers vendors bankers and shareholders of the Companyfor their continued support. Your Directors also thank the Central and State Governmentsand other statutory authorities for their continued support.

For and on behalf of the Board
Majesco Limited
Venkatesh N. Chakravarty
Non-Executive Chairman
Date: July 23 2021 & Independent Director
Place: Navi Mumbai DIN: 01102892

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