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Majestic Auto Ltd.

BSE: 500267 Sector: Infrastructure
NSE: MAJESAUTO ISIN Code: INE201B01022
BSE 10:21 | 05 Jul 126.30 -2.85
(-2.21%)
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NSE 05:30 | 01 Jan Majestic Auto Ltd
OPEN 129.00
PREVIOUS CLOSE 129.15
VOLUME 1077
52-Week high 176.00
52-Week low 110.05
P/E 85.92
Mkt Cap.(Rs cr) 131
Buy Price 126.50
Buy Qty 52.00
Sell Price 128.00
Sell Qty 1.00
OPEN 129.00
CLOSE 129.15
VOLUME 1077
52-Week high 176.00
52-Week low 110.05
P/E 85.92
Mkt Cap.(Rs cr) 131
Buy Price 126.50
Buy Qty 52.00
Sell Price 128.00
Sell Qty 1.00

Majestic Auto Ltd. (MAJESAUTO) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 48th Annual Report of the Companyalong with the Company’s Audited Financial Statements for the Financial Year endedMarch 31 2021.

1. FINANCIAL RESULTS

A brief summary of the audited financials of the Company for the Financial Year endedMarch 31 2021 is given below. The figures of the current Financial Year and previousFinancial Year have been prepared in accordance with the Indian Accounting Standards(‘Ind AS’).

(Rs. in Lakhs)

Particulars

Standalone Performance

Consolidated Performance

Year ended

Year ended

March 312021 March 312020 March 312021 March 312020
Revenue from operations 2025.35 3266.76 5683.63 6916.21
Profit before Finance Cost and Depreciation Expenses 1486.47 2083.62 5312.15 5297.34
Finance Costs 320.02 504.97 1692.00 2009.32
Depreciation and Amortization Expenses 207.69 212.30 895.35 924.69
Profit from ordinary activities before share of Profit/(Loss) of Associates 958.76 1366.35 2724.80 2363.33
Profit before tax 958.76 1366.35 2724.80 2363.33
Tax Expense 102.19 1148.64 543.94 4453.48
Profit for the year from continuing operations after tax 856.57 217.71 2180.86 (2090.15)
Profit/(Loss) from discontinuing operations after tax - -
Profit for the year 856.57 217.71 2180.86 (2090.15)
Attributable to:
-Equity Shareholders of the Company 856.57 217.71 1992.72 (1602.52)
-Non-controlling interests N.A N.A 188.14 (487.63)
Other Comprehensive Income 10127.56 (7358.51) 10135.66 (7360.69)
Total Comprehensive Income 10984.13 (7140.80) 12316.52 (9450.84)
Balance in Retained Earnings at the beginning of the year 19223.77 19008.02 18456.96 20063.62
Profit for the year (attributable to equity shareholders of the company) 856.57 217.71 1992.72 (1602.52)
Re-measurement of defined Employee benefit plans) 9.61 (1.96) 17.71 (4.14)
Dividends including tax on dividend Nil Nil Nil Nil
Acquisition of non-controlling interests N.A N.A Nil Nil
Transferred to General Reserve - - - -
Balance in Retained Earnings at the end of the year 20089.95 19223.77 20467.39 18456.96

During the Financial Year 2020-21 the revenue from operations was Rs. 2025.35 Lakhsas compared to Rs. 3266.76 Lakhs in the previous Financial Year 2019-20.

Profit before tax (PBT) during the Financial Year 2020-21 was Rs. 958.76 Lakhs ascompared to Rs. 1366.35 Lakhs in the previous Financial Year 2019-20.

The total comprehensive income of the Company for the Financial Year 2020-21 stood atRs. 10984.13 Lakhs as compared to loss of Rs. 7140.80 Lakhs in the previous FinancialYear 2019-20.

2. DIVIDEND

The Board of Directors have proposed a Final Dividend to the shareholders of theCompany for FY 2020-21 at the rate of Rs. 7.50/- per share. The said Final Dividend issubject to approval at the ensuing Annual General Meeting to be held in the Calendar Year2021.

3. TRANSFER TO GENERAL RESERVE

During the Financial Year 2020-21 all the profits made by the Company are transferredto retained earnings from statement of profit and loss.

4. CAPACITY UTILISATION & PLANT OPERATIONS

The company has discontinued operations of manufacturing in the second half of thefinancial year 2017-18 and till date no further operations in the said manufacturingsegment. The company has diversified into facility management services leasing of ownedproperty purchase acquire build & construct any property etc.

The year 2020-21 has been challenging for each one of us. The Covid-19 pandemic has hada significant impact on lives livelihoods and the business. Operational challengesmounted due to restricted movement and disrupted supply lines during the first few monthsof the pandemic. As the second wave of the pandemic unfolds with predictions of a thirdwave in the offing the Company assures that we continue to stand with the nation duringthis challenging phase of Covid-19. Without doubt the War against Covid-19 is the mostexpensive war ever fought in the history of mankind.

The Management looks at the future with optimism and hopes to do better in year tocome.

5. CHANGES IN SHARE CAPITAL

The Company has neither come up with any Right Issue/ Preferential Issue nor issuedany Sweat Equity Shares and not provided any Stock Option Scheme to the employees duringthe Financial Year 2020-21.

6. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES HOLDING COMPANY

The Holding Company Anadi Investments Private Limited is holding 7757687/- equityshares in the company of Rs. 10/- each equivalent to 74.61% of the paid up capital of thecompany as on 31st March 2021.

SUBSIDIARY COMPANIES

The Company has following Subsidiaries: i) Majestic IT Services Limited (MITSL) (whollyowned subsidiary) engaged in the business of Facility Management Services led by Ms.Aashima Munjal Managing Director of the company. The Company managed to achieve revenuefrom operations of Rs. 600 Lakhs in the FY 2020-21. ii) Emirates Technologies PrivateLimited (ETPL) whose 80% equity was acquired by the company in September 2015 has itsoperations in National Capital Region (Delhi NCR).

The main objective for the acquisition was to diversify investments and operations ofthe company. The main objects of ETPL are in the business of Facility Management Servicesor related services.

A statement containing the salient features of the financial statements of theSubsidiaries Joint Ventures and Associates of the Company in Form AOC-1 as requiredunder the Companies (Accounts) Rules 2014 as amended also forms part of the Notes tothe financial statements.

MATERIAL SUBSIDIARIES

The Board of Directors of your company has approved a policy for determining materialsubsidiaries. At present your company is having two material subsidiaries named EmiratesTechnologies Private Limited and Majestic IT Services Limited as per the regulation16(1)(c) of SEBI (Listing Obligations and disclosure requirements) Regulations 2015. Thepolicy on Material Subsidiary can be viewed on company’s website www.majesticauto.in.

However for FY 2020-21 the Company had only one material subsidiary named EmiratesTechnologies Private Limited as per the regulation 16(1)(c) of SEBI (Listing Obligationsand disclosure requirements) Regulations 2015.

7. MATERIAL CHANGES & COMMITMENTS

No material changes and commitments have occurred which can affect the financialposition of the Company between the end of the Financial Year and upto the date of thisReport except below:

1. On 15 April 2021 the Hon’ble NCLT has approved the resolution plansubmitted by the Company for acquisition of Sharan Hospitality Private Limited. Howeverthe same is subject to vacation of certain interim orders passed in respect of SHPL by theHon’ble High Court of Delhi.

2. The Board approved the financial results for the quarter ended June 30 2021in its meeting held on August 14 2021 with the following qualification as mentioned inthe notes of financial results:

Audit Committee of the Company has not approved the accounts due to priorapproval not taken for the RPT.

The management gave the below reply to the above qualification in the notes offinancial results for the quarter ended June 30 2014

The Executive Management will place the RPT transactions of the 1stquarter of FY 2021-22 with the Audit Committee again for their approval. The transactionsare at arm’s length and in ordinary course of business as per the ExecutiveManagement. Further it has been agreed in the Board Meeting held on June 30 2021 thatprior approval of Audit Committee will be taken for each RPT as per LODR and the Companyis complying with the same.

3. Ms. Juhi Garg has resigned from the post of Company Secretary and ComplianceOfficer w.e.f. August 03 2021. Also Mr. Sham Lal Mohan Mr. Naveen Jain and Mr. VikasNanda have resigned from the post of Independent Directors w.e.f September 02 2021 citingdiscord amongst the 3 promoter/executive directors and stating they were not gettingtimely accurate or complete information. The Chairman and Managing Director replied tothe letter stating that the 3 Independent Directors had openly taken sides in disputesamongst promoter directors.

4. Mr. Pradip Kumar Mittal & Dr. Rajesh Kumar Yaduvanshi have been appointedas Non-Executive Independent Director w.e.f. October 12 2021 to fill the casualvacancies which would be placed for regularization by the members in the ensuing AnnualGeneral Meeting.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders have been passed during the Financial Year 2020-21by the regulators or courts or tribunals affecting the going concern status andCompany’s operations in the future.

Mr. Mahesh Munjal Chairman & Managing Director has received a warning letterdated September 8 2021 from SEBI which was placed before the Board for its noting in itsmeeting held on October 12 2021 and necessary disclosure were given to BSE.

9. BOARD AND KEY MANAGERIAL PERSONNEL (KMP)

There is no change in the composition of the Board and Key Managerial Personnel duringthe Financial Year 2020-21. However following changes took place in the Board and the KeyManagerial Personnel during the Financial Year 2021-22 till the date of signing of thisBoard’s Report:

S. No. Name of Director / KMP Position Nature of Change Cessation / Resignation
1 Sanjeev Krishna Sharma Independent Director Appointment May 08 2021*
2 Yogendra Kumar Gupta Independent Director Appointment May 08 2021*
3 Anil Thapar Independent Director Appointment May 08 2021*
4 Sanjeev Krishna Sharma** Independent Director Resignation June 25 2021
5 Yogendra Kumar Gupta** Independent Director Resignation June 25 2021
6 Anil Thapar** Independent Director Resignation June 25 2021
7 Juhi Garg Company Secretary Resignation August 03 2021
8 Sham Lal Mohan Independent Director Resignation September 02 2021
9 Naveen Jain Independent Director Resignation September 02 2021
10 Vikas Nanda Independent Director Resignation September 02 2021
11 Pradip Kumar Mittal*** Additional Independent Director Appointment October 12 2021
12 Rajesh Kumar Yaduvanshi*** Additional Independent Director Appointment October 12 2021

*Appointed as Independent Directors in the EGM called by requisitionists shareholderson May 08 2021. There was a stay on the said appointment in terms of the SEBI order datedJune 11 2021.

**Resigned as Independent Directors w.e.f. June 25 2021. ***Mr. Pradip Kumar Mittaland Dr. Rajesh Kumar Yaduvanshi were appointed as an Additional and Independent Directorof the Company with effect from October 12 2021 till the conclusion of the ensuing AnnualGeneral Meeting to fill casual vacancies.

Your Company in pursuance of Regulation 30 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 filed the required intimations to the BSE w.r.t the abovesaid appointments and resignations.

None of the Directors is disqualified from being appointed as or holding office ofDirectors as stipulated in Section 164 of the Companies Act 2013.

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 Sharmawere already holding the position of Independent Directors of the company as per Section149(6) of the Companies Act 2013 and other applicable provisions of the Companies Act2013 as on March 31 2021.

The Company had received declarations from all the Independent Directors in accordancewith Section 149 of the Companies Act 2013 for the financial year 2020-21 that they meetthe 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 forIndependent Directors prescribed in Schedule IV to the Act and the Independent directorsas per the provisions of Regulation 16(1)(b) of the Listing Regulations also confirm thatthey are not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact their ability to discharge their duties with anobjective independent judgment and without any external influence and that they areindependent of the management. The Company had also received the declaration ofIndependence from the Additional Independent Directors i.e. Mr. Pradip Kumar Mittal andDr. Rajesh Kumar Yaduvanshi who were appointed on October 12 2021.

10. BOARD MEETINGS

During the Financial Year 2020-21 5 Board Meetings were held and details of Board andCommittee meetings attended by each Director are disclosed in the Corporate GovernanceReport annexed as part of Annual Report.

11. COMMITTEES OF BOARD i. Nomination & Remuneration Committee:

The Board has duly constituted the Nomination & Remuneration Committee and thedetails of the Committee meetings and members who have attended the meetings are disclosedin the Corporate Governance Report annexed as part of Annual Report.

Nomination & Remuneration Committee constituted under section 178 of CompaniesAct’ 2013 consist of below mentioned members during the Financial Year 2020-21:

Mr. Naveen Jain Chairman
Mr. Vikas Nanda Member
Mr. Sham Lal Mohan Member

During the period under review 1 meeting of Nomination & Remuneration Committeewas held in the year the details of which are mentioned in the Corporate GovernanceReport.

At present the composition of the Nomination and Remuneration Committee is as followsafter the changes between the end of financial year upto the date of the report:

Mr. Anil Kumar Sharma Chairman
Mr. Pradip Kumar Mittal Member
Dr. Rajesh Kumar Yaduvanshi Member
Mr. Mahesh Munjal Member

BOARD EVALUATION

Pursuant to the applicable provisions of the Act and Regulation 17(10) and otherapplicable regulations if any of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (‘LODR’) the performance of the Board andindividual Directors was evaluated by the Board seeking relevant inputs from all theDirectors.

One separate meeting of Independent Directors was held during the year on March 242021 to review the performance of Non - Independent Directors performance of the Board asa whole and performance of the Chairperson of the Company. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report. ii.Audit Committee:

The Board has duly constituted the Audit Committee and the details of the Committeemeetings and members who have attended the meetings are disclosed in the CorporateGovernance Report annexed as part of Annual Report. Audit Committee constituted under theprovisions of Section 177 of the Companies Act 2013 consist of below mentioned membersduring the Financial Year 2020-21:

Mr. Vikas Nanda Chairman
Mr. Naveen Jain Member
Mr. Sham Lal Mohan Member

During the period under review 4 meetings of Audit Committee were held in the yearthe details of which are mentioned in the Corporate Governance Report and there was nosuch recommendation of Audit committee which was not accepted by the board. Hencedisclosure of the same is not required in this report.

At present the composition of the Audit Committee is as follows after the changesbetween the end of financial year upto the date of the report:

Mr. Pradip Kumar Mittal Chairman
Dr. Rajesh Kumar Yaduvanshi Member
Mr. Anil Kumar Sharma Member
Mr. Mahesh Munjal Member

iii. Corporate Social Responsibility:

The Board has duly constituted the Corporate Social Responsibility Committee and thedetails of the Committee meetings and members who have attended the meetings are disclosedin the Corporate Governance Report annexed as part of Annual Report.

Corporate Social Responsibility Committee constituted under the provisions of Section135 of the Companies Act 2013 consist of below mentioned members during the FinancialYear 2020-21:

Mr. Mahesh Munjal Chairman
Mr. Vikas Nanda Member
Ms. Aashima Munjal Member

During the period under review 1 meeting of Corporate Social Responsibility Committeewas held in the year the details of which are mentioned in the Corporate GovernanceReport.

At present the composition of the Audit Committee is as follows after the changesbetween the end of financial year upto the date of the report:

Mr. Mahesh Munjal Chairman
Mr. Aayush Munjal Member
Mr. Anil Kumar Sharma Member

iv. Stakeholder Relationship Committee:

The Board has duly constituted the Stakeholder Relationship Committee and the detailsof the Committee meetings and members who have attended the meetings are disclosed in theCorporate Governance Report annexed as part of Annual Report.

The composition of Stakeholder Relationship Committee during the Financial Year2020-21:

Mr. Vikas Nanda Chairman
Mr. Mahesh Munjal Member
Ms. Aashima Munjal Member

During the period under review no meeting of Stakeholder Relationship Committee washeld.

At present the composition of the Stakeholder Relationship Committee is as followsafter the changes between the end of financial year upto the date of the report:

Mr. Anil Kumar Sharma Chairman
Mr. Aayush Munjal Member
Mr. Mahesh Munjal Member

v. Vigil Mechanism Committee:

The Board has duly constituted the Vigil Mechanism Committee in FY 2020-21.

The composition of Vigil Mechanism Committee during the Financial Year 2020-21:

Mr. Sham Lal Mohan Chairman
Mr. Mahesh Munjal Member
Mr. Anil Kumar Sharma Member

During the period under review no meeting of Vigil Mechanism Committee was held.

At present the composition of the Vigil Mechanism Committee is as follows after thechanges between the end of financial year upto the date of the report:

Mr. Anil Kumar Sharma Chairman
Mr. Pradip Kumar Mittal Member
Mr. Mahesh Munjal Member

The Company has formulated its Vigil Mechanism (Whistle Blower Policy) to deal withconcerns/complaints of directors and associates if any. The details of the Policy arealso provided in the Corporate Governance Report is available at the Investors Relationssection on the Company’s website at www.majesticauto.in.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013

The Company has not granted any loans guarantees or made investments within themeaning of Section 186 of the Act during the Financial Year 2020-21.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH

RELATED PARTIES

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 nomaterially significant related party transactions in terms of SEBI (LODR) Regulations2015 made by the company with Promoters Key Managerial Personnel or other designatedpersons which may have potential conflict with interest of the company at large. Theparticulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act read with Rule 8 (2) of the Companies (Accounts) Rules 2014 in theprescribed Form AOC - 2 is annexed as Annexure-A to this Report.

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 and theregulations made under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. This Policy is placed on the website of the Company i.e. www.majesticauto.in.

14. LISTING

The shares of your Company are listed at BSE Limited and pursuant to Regulation 14 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the AnnualListing fees for the year 2021-22 have been paid. The Company has paid the annualcustodian fees for the year 2021-22 in respect of Shares held in dematerialized mode toNSDL & CDSL.

15. DEPOSITS

The Company has neither accepted nor renewed any deposits in terms of Chapter V of theAct read with the Companies (Acceptance of Deposits) Rules 2014 during the Financial Year2020-2021.

16. INSURANCE

Company’s assets are adequately insured against multiple risks from fire riotearthquake terrorism and other risks which are considered necessary by the management.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act 2013 ("the Act") the Directorsmake the following statements that: (i) In the preparation of the annual accounts theapplicable Indian accounting standards (abbreviated Ind-AS) have been followed for theyear as prescribed under Section 133 of Companies Act 2013 as notified under theCompanies (Indian Accounting Standard) Rules 2015 in a simple and concise manner.

(ii) The directors had 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 directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

(vi) The directors had devised proper system to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.

18. FUTURE OUTLOOK

The details of Future Outlook of the Company are disclosed in the Management Discussionand Analysis Report forming part of this report.

19. INTERNAL FINANCIAL CONTROLS

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.

20. AUDITORS

(i) Statutory Auditors and their Report

M/S SAR & Associates Chartered Accountants (Firm Registration No. 122400W) wereappointed in 2018 as the Statutory Auditors of the Company for a period of 5 years tohold office from the conclusion of 45th AGM to the conclusion of 50thAGM of the company to be held in Calendar Year 2023. They have audited the FinancialStatements of the company for the FY under review. There are no qualificationsreservations or adverse remarks and disclaimers made by the Statutory Auditors in theirAudit Report for the Financial Year 2020-21. Further there were no frauds reported by theStatutory Auditors to the audit committee or the board under Section 143(12) of the Actfor the Financial Year 2020-21.

(ii) Secretarial Auditors and their Report

Pursuant to provisions of Section 204 of the Companies Act 2013 the Secretarial AuditReport and Compliance Report is annexed herewith as Annexure-B to this Report dulycertified by PKB & Associates Company Secretaries (UCN: S2015RJ312100) asSecretarial Auditor of the Company. Observation of the Secretarial Auditor for FY 2020-21:

1. After reviewing the Minutes of the Board Meetings and other supportingdocuments or mail responses provided by the Management we felt that there is a"Management Dispute" in the Board of the Company.

2. Nomination and Remuneration Committee (NRC) did not recommend the appointmentof Mr. Anil Thapar as Additional Independent Director since it felt that the Board hadsufficient Directors and expertise. However the Company has not disclosed the opinion ofNRC and Board on non-appointment of Mr. Anil Thapar with the stakeholders as perregulation 4 of the SEBI (LODR) Regulations 2015 for the best interest of the Company/the shareholders and the same should be disclosed in the lines of material information.

Management response on the above said observation:

1. There is a dispute amongst Promoter Directors. However such dispute wouldnot in any manner impact the performance of the company.

2. The mode and manner of appointment of Independent Directors by shareholdersin Extra Ordinary General Meeting was made subject matter of SEBI’s interim orderdated 11 June 2021 and the said order was revoked on 15 July 2021 after the IndependentDirector Mr. Anil Thapar resigned.

Also Emirates Technologies Private Limited being the Material Subsidiary of MajesticAuto Limited the Secretarial Audit Report of Emirates Technologies Private Limited isalso annexed herewith as "Annexure-B" to this Report duly certified by PKB &Associates Company Secretaries (UCN: S2015RJ312100).

(iii) Internal Auditor

In terms of section 138 of the Companies Act 2013 the Company has appointed S. Tandon& Associates Chartered Accountants as the Internal Auditors of the Company for the FY2020-21.

The management has duly considered the Quarterly Internal Audit Reports issued by them& placed the same periodically before the Audit Committee & the Board. Thesuggestions/ observations of the Internal Auditor has been replied and corrective stepshas been taken wherever possible.

21. COST AUDIT

Due to manufacturing operations being discontinued cost audit is not applicable on thecompany.

22. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3) (a) of the Act read with rules madethereunder the Annual Return of the Company for the Financial Year ended on March 312021 is available on the Company’s website at www.majesticauto.in.

23. REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their Remuneration.

The said policy has been uploaded on the website www.majesticauto.in. The Keyprovisions of Nomination and Remuneration policy are appended as an "Annexure-C"to the Board’s report.

24. PARTICULARS OF EMPLOYEES (SECTION 197 OF THE COMPANIES

ACT 2013 READ WITH THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014)

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"Annexure-D" and forms an integral part of this report.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the applicable provisions of the SEBI (LODR) 2015 a detailedManagement Discussion & Analysis Report forming part of the Annual Report is annexedas "Annexure-E" to this Report.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted the Corporate Social Responsibility (CSR) Committee whichhas been entrusted with the responsibility of formulating and recommending CSR policyindicating the activities to be undertaken by the Company monitoring and implementationof the framework of CSR policy and recommending the amount to be spent on CSR activities.Annual Report on Corporate Social Responsibility [CSR] activities is appended as an"Annexure-F" to this Report.

27. CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 adequate steps have been taken to ensure thatall the provisions relating to Corporate Governance are duly complied with.

A report on Corporate Governance along with the Auditors’ Certificate as a part ofthis report is annexed hereto as "Annexure-G".

28. 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.The financial statements has been consolidated with its 2 subsidiaries only i.e. EmiratesTechnologies Private Limited and Majestic IT Services Limited.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has generally complied with the provisions of Secretarial Standard - 1(Secretarial Standard on meetings of Board of Directors) and Secretarial Standard - 2(Secretarial Standard on General Meetings) issued by the Institute of Company Secretariesof India except minutes of some meetings have been approved in subsequent meetings withsome delays.

30. RISK MANAGEMENT POLICY 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 itsbusiness and the size and complexity of its operations.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION PROHIBITION AND 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.

32. HUMAN RESOURCES

Industrial Relations

Management is keen on following the best practices for attracting retaining andenhancing human resources of the Company. Internal transfer job rotation and traininghave been inculcated at different levels of the organization hierarchy to evolve teamleaders and managers. The above-mentioned measures will ensure a motivated workforcepromote the ownership and sharing economic growth of the Company.

33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars related to the conservation of energy technology absorption andforeign exchange earnings and outgo as required under Section 134 of the Act read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed as ‘Annexure-H’ tothis Report.

34. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Mahesh Munjal Chairman and Managing Directorof the Company retires by rotation at the ensuing Annual General Meeting and beingeligible has offered himself for reappointment.

35. OTHER INFORMATION

(i) Change in Nature of business if any

There is no change in the nature of business of the Company during the year underreview.

(ii) Proceeding under Insolvency and Bankruptcy Code 2016

The Company has not made any application or any proceeding pending under the Insolvencyand Bankruptcy Code 2016 ("IBC Code") during the Financial Year and does nothave any proceedings related to IBC Code. The Company has not made any onetime settlementduring the Financial Year 2020-21 with Banks or Financial Institution.

36. ACKNOWLEDGEMENT

The Board of Directors expresses their sincere appreciation to all the stakeholders ofthe Company for the trust confidence and support bestowed upon us. The Board of Directorsis also grateful to the holding company for their contribution towards the growth andsuccess of the Company.

The Board of Directors assures to uphold the Company’s commitment towards actingwith honesty integrity and respect and to be responsible and accountable to all thestakeholders of the Company.

The Board of Directors thanks to all stakeholder for your commitment and invaluablecontributions toward helping our business succeed and on course to deliver sustainable andprofitable growth.

Please do look after the health and safety of yourself and your families.

On behalf of the Board of Directors
Majestic Auto Limited
Mahesh Munjal
Date: November 2 2021 (Chairman & Managing Director)
Place: Noida (DIN: 00002990)

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