TO THE MEMBERS OF MAJESTIC AUTO LIMITED
Your Directors have pleasure in presenting you the 47th Annual Report on thebusiness and operations of the company together with the Audited Results for the financialyear ended March 31 2020.
|Particulars || |
| ||March 31 2020 ||March 31 2019 ||March 31 2020 ||March 31 2019 |
|Revenue from operations ||3266.76 ||8145.58 ||6916.21 ||11670.26 |
|Profit before Finance Cost and Depreciation Expenses ||2083.62 ||5208.67 ||5297.34 ||8518.26 |
|Finance Costs ||504.97 ||610.49 ||2009.32 ||2160.74 |
|Depreciation and Amortisation Expenses ||212.30 ||79.42 ||924.69 ||698.55 |
|Profit from ordinary activities before share of Profit/(Loss) of Associates ||1366.35 ||4518.76 ||2363.33 ||5658.97 |
|Profit before tax ||1366.35 ||4518.76 ||2363.33 ||5658.97 |
|Tax Expense ||1148.64 ||(223.99) ||4453.48 ||9.75 |
|Profit for the year from continuing operations after tax ||217.71 ||4742.75 ||(2090.15) ||5649.22 |
|Profit/(Loss) from discontinuing operations after tax ||- ||(1148.49) ||- ||(1148.49) |
|"Profit for the year ||217.71 ||3594.26 ||(2090.15) ||4500.73 |
|Attributable to: || || || || |
|-Equity Shareholders of the Company ||217.71 ||3594.26 ||(1602.52) ||4360.27 |
|-Non-controlling interests ||N.A ||N.A ||(487.63) ||140.46 |
|Other Comprehensive Income ||(7358.51) ||(6992.76) ||(7360.69) ||(6999.11) |
|Total Comprehensive Income ||(7140.80) ||(3398.50) ||(9450.84) ||(2498.38) |
|Balance in Retained Earnings at the beginning of the year ||19008.02 ||15417.71 ||20063.62 ||15713.65 |
|Profit for the year (attributable to equity shareholders of the company) ||217.71 ||3594.26 ||(1602.52) ||4360.27 |
|Remeasurement of defined Employee benefit plans) ||(1.96) ||(3.95) ||(4.14) ||(10.30) |
|Dividends including tax on dividend ||Nil ||Nil ||Nil ||Nil |
|Acquisition of non-controlling interests ||NA ||NA ||Nil ||Nil |
|Transferred to General Reserve ||- ||- || || |
|Balance in Retained Earnings at the end of the year ||19223.77 ||19008.02 ||18456.96 ||20063.62 |
To sustain internal accruals for the future growth of the Company your Directors donot recommend any dividend for the Accounting Year.
The Company does not propose to carry any amount to reserves.
CAPACITY UTILIZATION & PLANT OPERATIONS
The company has discontinued operations of manufacturing in the second half of thefinancial year 2017-18 which continues to prevail in the financial year 2018-19&2019-20.The company has diversified into facility management services leasing of ownedproperty purchase acquire build & construct any property etc.
CHANGE IN SHARE CAPITAL
The paid up equity capital as on March 31 2020 stands at Rs. 103982280/- consistingof 10397478 Equity Shares of Rs.10/- each with no change as compared to previous year.
SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Holding Company M/s Anadi Investments Private Limited is holding 7757687/-equity shares in the company of Rs. 10/- each equivalent to 74.61% of the paid up capitalof the company as on 31st March 2020.
The Company has following Subsidiaries:
i) Majestic IT Services Limited (MITSL) engaged in the business of FacilityManagement Services led by Ms. AashimaMunjal Managing Director of the company. TheCompany managed to achieve revenue of Rs. 6.76 Cr in the FY 19-20.
ii) Emirates Technologies Private Limited(ETPL) whose 80% equity was acquiredby the company in September 2015 has its operations in National Capital Region (DelhiNCR). The main objective for the acquisition was to diversify investments and operationsof the company. The main objects of ETPL are in the business of Facility ManagementServices or related services.
The Board of Directors of your company has approved a policy for determining materialsubsidiaries. At present your company is having one material subsidiary named EmiratesTechnologies Private Limited as per the regulation 16(1)(c) of SEBI (Listing Obligationsand disclosure requirements) Regulations 2015. The policy on Material Subsidiary can beviewed on company's website www.majesticauto.in at the following linkhttp://majesticauto.in/cwd hero/imaees/files/ 29033469 134 .pdf
MATERIAL CHANGES AND COMMITMENTS
There are no material changes occurred in between the financial year ended on 31stMarch 2020 and date of the report of the Company which affects the financial position ofthe Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the period under review no significant or material order has been passed by anyregulators or court or tribunals impacting the going concern status and company operationsin future during the period.
BOARD OF DIRECTORS
CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL During the period under reviewfollowing changes happened at the board level:
Mr.Sham Lal Mohan has been appointed as an additional Independent Director ofthe company on 18th April 2019 which got approved by the shareholders in 46thAnnual General Meeting of the company.
Mr. Anil Kumar Sharma has been appointed as an additional Independent Directorof the company on 12th August 2019 which got approved by the shareholders in46th Annual General Meeting of the company.
RETIREMENT BY ROTATION
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. AayushMunjal Whole Time Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligible hasoffered himself for reappointment.
DECLARATION BY INDEPENDENT DIRECTOR(S) FOR THE FINANCIAL YEAR 2020-21
The definition of "Independence" of Independent Directors has been derivedfrom Section 149(6) of the Companies Act 2013. Based on the confirmation/disclosuresreceived Mr.Vikas Nanda Mr. Naveen Jain Mr. S.L. Mohan&Mr. Anil Kumar Sharma arealready holding the position of Independent Directors of the company as per Section 149(6)of the Companies Act 2013 and other applicable provisions of the Companies Act 2013: -
The Company has received declarations fromall the Independent Directors in accordancewith Section 149 of the Companies Act 2013 for the financial year 2020-21 that theymeet the criteria of independence as laid out in Sub-Section (6) of Section 149 of theCompanies Act 2013.
Further the Independent Directors have complied with the Code for IndependentDirectors prescribed in Schedule IV to the Act and the Independent directors as per theprovisions of Regulation 16(1)(b) of the Listing Regulations also confirm that they arenot aware of any circumstance or situation which exist or may be reasonably anticipatedthat could impair or impact their ability to discharge their
duties with an objective independent judgment and without any external influence andthat they are independent of the management. NUMBER OF MEETINGS OF BOARD OF DIRECTORS Four(04) meetings of the Board of Directors of the Company were held in the financial year2019-20. The details of the Board Meeting arementioned in the Corporate Governance report (AnnexureVII) as under. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.
COMMITTEES OF BOARD
i. Nomination & Remuneration Committee:
Nomination & Remuneration Committee constituted under the provisions of CompaniesAct' 2013 consist of below mentioned members:
|Mr. Naveen Jain ||Chairman |
|Mr. Vikas Nanda ||Member |
|Mr. Sham Lal Mohan ||Member |
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.
One separate meeting of Independent Directors was held during the year 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
ii. Audit Committee:
Audit Committee constituted under the provisions of Section 177 of the Companies Act2013 consist of below mentioned members:
|Mr. Vikas Nanda ||Chairman |
|Mr. Naveen Jain ||Member |
|Mr. Sham Lal Mohan ||Member |
During the period under review four (04) meetings of Audit Committee were held in theyear the details of which are mentioned in the Corporate Governance Report and there wasno such recommendation of Audit committee which was not accepted by the board. Hencedisclosure of the same is not required in this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
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.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS COVERED UNDERSECTION 188(1)
All related party transactions that were entered into during the financial year were onarm's length basis and in the ordinary course of the business. There are no materiallysignificant related party transactions made by the company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe company at large. The Board of Directors of the Company has on the recommendation ofthe Audit Committee adopted a policy to regulate transactions between the Company and itsRelated Parties in compliance with the applicable provisions of the Companies Act 2013and the regulations made under SEBI (Listing Obligations and Discloser Requirements)Regulations 2015. This Policy was considered and approved by the Board and has beenuploaded on the website of the Company i.e. www.majesticauto.in.
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 2020- 21 have not been paid as there are some changes in the billingdetails of the company. The Company has paid the annual custodian fees for the year2020-21 in respect of Shares held in dematerialized mode to NSDL & CDSL.
Your company has neither accepted nor renewed any deposits during FY 2019-20 in termsof Chapter V of the Act.
ENVIRONMENTAL & QUALITY MANAGEMENT During the time frame of manufacturingoperations the company has implemented the Environment Management System (EMS) ISO-14001:2004 and pursue its endeavor to operate in harmony with the nature conservation ofnatural resources and reduction in Global warming. The Company continues to maintain theISO/TS: 16949(2009) Quality Management Systems to ensure effectiveness of all functions.
Company's assets are adequately insured against multiple risks from fire riotearthquake terrorism and other risks which are considered necessary by the management.
RATINGS FOR BORROWINGS
During the year 2017-18 the rating agency has withdrawn the [ICRA]BBBNegative/[ICRA]A3+ assigned to bank lines of Majestic Auto Limited as the company was notfalling into the requirement of getting the borrowings rated. It is still not applicableon the company.
DIRECTOR'S RESONSIBILITY STATEMENTS
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 Indian accountingstandards (abbreviated Ind-AS) have been followed for the year as prescribed underSection 133 of Companies Act 2013 as notified under the Companies (Indian AccountingStandard) Rules 2015 in a simple and concise manner.
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.
iii. The company has unabsorbed depreciation and business losses of Rs. 19755.54 Lakhs(31 March 2019: Rs. 20570.22 Lakh) which can be adjusted with future income. Hence thecompany is only paying MAT to discharge its income tax liability and will do so in nearfuture. So the deferred tax has been provided as per MAT rate.
During the current financial year MAT rate has been reduced from 20.5868% to 16.6920%(includes surcharge and cess). So the company has to adjust previously recogniseddeferred tax
according to new rate. Accordingly deferred tax of Rs. 1069.69 Lakh has been chargedto profit and loss account during the current financial year and break-up of the same isas under;
|Particulars ||Charged/ (Credit) |
|Liabilities || |
|Financial instruments measured at amortised cost ||0.72 |
|Straight lining of rental income-movment ||17.08 |
|Assets || |
|Minimum alternative tax credit ||(72.90) |
|Employee benefits ||1.13 |
|Allowances for doubtful debts ||2.16 |
|Financial instruments measured at amortised cost ||(0.07) |
|Property plant and equipment and other intangible assets ||17.59 |
|Right of use assets ||(1.42) |
|Conversion of capital assets into stock in trade ||208.67 |
|Unabsorbed business losses and depreciation ||896.74 |
|Total ||1069.70 |
iv. The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
v. The directors have prepared the annual accounts on a going concern basis.
vi. The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vii. The directors had devised proper system to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.
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.
M/S SAR & Associates Chartered Accountants (Firm Registration No. 122400W)were appointed in 2018 as the Statutory Auditors of the Company for a period of 5 yearsto hold office from the conclusion of 45th AGM to the conclusion of 50th AGM of thecompany. They have audited the Financial Statements of the company for the FY underreview. The observations of statutory auditors in their report read with relevant Notes toaccounts are self-explanatory and therefore do not require further explanation.
The Auditor's report does not contain any qualification reservation or adverse remark.Further there were no frauds reported by the Statutory Auditors to the audit committee orthe board under Section 143(12) of the Act.
M/s PKB and Associates Practicing Company Secretaries Delhi were appointed toconduct the Secretarial Audit of the Company for the financial year 2019-20 under Section204 of the Indian Companies Act 2013 and Rules made thereunder. The Secretarial AuditReport for Financial Year 2019-20 is appended as an Annexure I to theBoard's report. The Secretarial auditors' report for the year under review requires nocomments.
As one subsidiary of Majestic Auto Limited is material subsidiary and the SecretarialAudit report of the unlisted material subsidiary is also appended as well.
Due to manufacturing operations being discontinued cost audit is not applicable on thecompany.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 the extract of theAnnual Return as provided under Section 92 (3) of the Companies Act 2013 in Form No. MGT- 9 is attached at Annexure II.
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 websitewww.majesticauto.in .The Key provisions of Nomination and Remuneration policy are appendedas an Annexure III 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 AnnexureIV and forms an integral part of this report.
MANAGEMENT DISCUSSION & 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 V.
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.
During the year under review the Company was required to spend money on CSR activitiesbut due to some unavoidable circumstances like COVID-19 pandemic company was not able tospend the required amount.
Annual Report on Corporate Social Responsibility [CSR] activities is appended as an AnnexureVI.
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 as a part of thisreport is annexed hereto as Annexure VII.
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 forms a part of the Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The company is fully compliant with applicable secretarial standards (SS) viz. SS-1& SS-2 on Meetings of the board of directors and general meetings respectively.
RISK MANAGEMENT AND INTERNAL ADEQUACY
The Company has adequate risk management process to identify and notify the Board ofDirectors about the risks or opportunities that could have an adverse impact on theCompany's operations or could be exploited to maximize the gains. The processes andprocedures are in place to act in a time bound manner to manage the risks oropportunities. The risk management process is reviewed and evaluated by the Board ofDirectors.
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The Company has placed a Policy to treat women employees with dignity and nodiscrimination against them plus zero tolerance toward any sexual abuse - to abide byletter and spirit requirements of the Sexual Harassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules there under and redressal ofcomplaints of sexual harassment at work place. All employees (permanent contractualtemporary trainees) are supposed to adhere to conduct themselves as prescribed in thispolicy. During the year under review no complaint of this nature was reported to theBoard.
The Board of Directors of the Company would like to express their sincere appreciationfor the assistance and co-operation received from the Government authorities workers andexecutives for their contribution to the operations of the Company.
The Directors also place on record their sincere thanks to the shareholders for theirsupport co-operation and confidence in the management of the Company.
The Company has complied with all the mandatory requirements specified in CompaniesAct 2013 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andSecretarial Standards.
| || |
For Majestic Auto Limited
| ||Sd/- |
| ||Mahesh Munjal |
| ||Chairman |
| ||DIN No: 00002990 |
|Date: 29th August 2020 ||House No: 10 Southern Avenue First Floor Maharani Bagh |
|Place: Noida ||New Delhi-110065 |