TO THE MEMBERS OF MAJESTIC AUTO LIMITED
Your Directors have pleasure in presenting you the 46 th Annual Report on the businessand operations of the company together with the Audited Results for the financial yearended March 31 2019.
|Particulars ||Standalone ||Consolidated |
| ||Year ended ||Year ended |
| ||March 31 2019 ||March 31 2018 ||March 31 2019 ||March 31 2018 |
|Revenue from operations ||8145.58 ||896.64 ||11670.26 ||5577.24 |
|Profit before Finance Cost and Depreciation Expenses ||5208.67 ||1029.37 ||8518.66 ||4202.95 |
|Finance Costs ||610.49 ||583.60 ||2160.74 ||2297.12 |
|Depreciation and Amortisation Expenses ||79.42 ||249.04 ||698.55 ||819.34 |
|Profit/(Loss) from ordinary ||4518.76 ||196.73 ||5658.97 ||1086.49 |
|Associates || || || || |
|Profit before tax ||4518.76 ||196.73 ||5658.97 ||1086.49 |
|Tax Expense ||(223.99) ||(152.11) ||9.75 ||49.13 |
|Profit for the year from continuing ||4742.75 ||348.84 ||5649.22 ||1037.36 |
|Profit/(Loss) from discontinuing tax ||(1148.49) ||(1302.07) ||(1148.49) ||(1302.06) |
|Profit for the year ||3594.26 ||(953.23) ||4500.73 ||(264.70) |
|Attributable to: || || || || |
|-Equity Shareholders of the Company ||3594.26 ||(953.23) ||4360.27 ||(359.73) |
|-Non-controlling interests ||N.A ||N.A ||140.46 ||95.03 |
|Other Comprehensive Income ||(6992.76) ||3086.57 ||(6999.11) ||3087.52 |
|Total Comprehensive Income ||(3398.50) ||2133.34 ||(2498.38) ||2822.02 |
|Balance in Retained Earnings at the beginning of the year ||15417.71 ||14188.56 ||15713.67 ||13890.07 |
|Profit for the year (attributable to equity shareholders of the company) ||3594.26 ||(953.23) ||4360.22 ||(359.73) |
|Remeasurement of defined Employee benefit plans) ||(3.95) ||68.67 ||(10.30) ||69.62 |
|Dividends including tax on dividend ||Nil ||Nil ||Nil ||Nil |
|Acquisition of non-controlling interests ||NA ||NA ||Nil ||Nil |
|Transferred to General Reserve ||- ||2113.71 || ||2113.71 |
|Balance in Retained Earnings at the end of the year ||19008.02 ||15417.71 ||20063.59 ||15713.67 |
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 discontinuedoperations second half of the financial year 2017-18 whichcontinues in the financial in National Capital Region (Delhiyear2018-19. managementservices leasing of owned/rented property was to diversifypurchase acquire build &construct any property etc.
CHANGE IN SHARE CAPITAL
The paid up equity capital as on March 31 2019 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 equityshares in the company of Rs. 10/- each equivalent to 74.61% of the paid up capital of thecompany as on 31st March 2019.
The Company has following Subsidiaries:
i) Majestic IT Services Limited (MITSL) engaged in the business of FacilityManagement Services led by Ms. Aashima Munjal Managing Director of the company. TheCompany managed to achieve revenue of Rs. 5.97 Cr in the FY 18-19.
ii) Emirates Technologies Private Limited (ETPL) whose 80% equity was acquiredby the company in September 2015 has to prevail . The main itsoperations into facilityinvestments and objective for the acquisition operations of the company. ETPL achievedrevenue of Rs.36.25 Cr in the FY 18-19. The main objects of ETPL are in thebusiness of Facility Management Services or related services.
The Board of Directors of your company has approved a policy for determining materialsubsidiaries. There were two material subsidiary companies named Emirates TechnologiesPrivate Limited and Majestic IT Services Ltd. as per theregulation16(1)(c) of SEBI(Listing Obligations and disclosure requirements) Regulations 2015. The policy onMaterial Subsidiary can be viewed on companys website www.majesticauto.in at thefollowing link http://majesticauto.in/ cwd_hero/images/files/29033469_134_.pd f
MATERIAL CHANGES AND COMMITMENTS
There are no material changes occurred in between the financial year ended on 31stMarch 2019 and date of the report of the Company which affects the financial position ofthe Company. Committee:
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING
THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
During the period under review no been passed by any regulators or court or tribunalsimpacting the going concern status and company operations in future during the period.
BOARD OF DIRECTORS
CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the period under review following changes happened at the board level:
Major Shavinder Singh Khosla Independent Director of the company resigned on 10easons. r th August2018citing health
Mr. Naveen Jain has been appointed as Additonal Independent Director on 10th August2018 which got approved by the shareholders in 45th AGM.
Dr. M.A. Zahir Independent Director of the company expired on 8th November 2018 andboard took note of the same and recorded appreciation for his invaluable contribution madeee: Committ towards the company.
Mr. Sham Lal Mohan has been appointed as an additional Independent Director of thecompany on 18th April 2019 pending for the approval of shareholders in ensuing Annualgeneral meeting of the company.
Mr. Anil Kumar Sharma has been appointed as an additional
Independent Director of the company on 12th August 2019 pending for the approval ofshareholders in ensuing 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 Ms. Aashima Munjal Joint Managing Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligible hasoffered herself for reappointment.
DECLARATION BY INDEPENDENT DIRECTOR(S) FOR THE FINANCIAL YEAR 2018-19
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. Anil Kumar Sharma & Mr. S.L. Mohan arealready holding the position of Independent Director of the 149(6) of the Companies Act2013 and other applicable provisions of the Companies Act 2013: -The Company has receiveddeclarations from all the Independent Directors in accordance with Section 149 of theCompanies Act 2013 for the financial year 2019-20 that they meet the criteria ofindependenceaslaidoutinSub-Section 149 of the Companies Act 2013.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
Four (04) meetings of the Board of Directors of the Company were held in the financialyear 2018-19. The details of the Board Meeting are mentioned in the Corporate Governancereport (Annexure VII) as under. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013.
COMMITTEES OF BOARD
i. Nomination & Remuneration
Nomination & Remuneration Committee constituted under the provisions of CompaniesAct 2013 consist of below mentioned members:
|Mr. Naveen Jain ||Chairman |
|Mr. Vikas Nanda ||or materialorder has 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 andindividual Directors was evaluated by the Board seeking relevant inputs from all theDirectors. One separate meeting during the year to review the performance of Non-Independent Directors performance of the Board as a whole and performance of theChair-person of the Company. The manner in which the evaluation has been carried out hasbeen explained in the Corporate Governance Report
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 financialyear were on arms length basis and in the ordinary course asperSection of thebusiness. There are no materially significant related party transactions made by thecompany with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the company at large. Thus disclosure in formAOC -2 is not required. The Board of Directors of the Company has on the recommendationof the Audit Committee adopted a policy to regulate transactions between the Company andits Related Parties in compliance with the applicable provisions of the Companies Act2013 and 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. 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 2019-20 have been paid to them well before the due date i.e.April 30 2019. The Company has also paid the annual custodian fees for the year 2019-20in respect of Shares held in dematerialized mode to NSDL & CDSL.
Your company has neither accepted nor renewed any deposits during FY 2018-19 in termsof Chapter V of the Act.
Companys 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]BBB
Auto Limited as the company was not falling into the requirement of getting theborrowings rated. It is still not applicable on the company.
DIRECTORS 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 accounting standards (abbreviated Ind-AS) have been followed for theyear as prescribed under Section 133 of Companies Act 2013 as notified under theCompanies Accounting Standard) Rules 2015 in a simple and concise manner. ii. Thedirectors have selected such accounting them consistently and made judgments and estimatesthat were reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company at the end of the financial year and of the profit or loss of theCompany for the year under review. iii. The directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities iv. The directors have prepared the annual accounts on agoing concern basis. v. The directors have laid down internal financial 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 theprovisions of all applicable laws and that such system were adequate and operatingeffectively.
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 financialcontrols withreference 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 122400W) wereappointed in 2018 as the Statutory Auditors of the Company for a period of 5 years tohold officefrom the conclusion of 45th AGM to the conclusion of 50th AGM of the company.They have audited the Financial Statements of the company for the FY under review. Theobservations of Statutory auditors in their report read with relevant Notes to accountsare self-explanatory and therefore do not require further explanation. The Auditorsreport does notcontainanyqualification reservation or adverse remark. Further there wereno frauds reported by the Statutory Auditors to the audit committee or the board underSection 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 financialyear 2018-19underSection204of the Indian Companies Act 2013 and Rules made thereunder. The Secretarial Audit Reportfor Financial Year 2018-19 is appended as an Annexure I to the Boardsreport. Comments on the observations In order to meet the requirements of SEBI (LODR)Regulations 2015 and filling the casual vacancy caused due to unexpected and suddendemise of Dr. M.A. Zahir Company started the process of screening the individuals to findthe best fit for the organization but this entire process took more than the expectedtime Further please note that company has duly filed that casual vacancy on April 182019 and the delay was totally unintentional and circumstantial due to the Assubsidiaries of Majestic Auto Limited are material subsidiary and the Secretarial Auditreport of both the unlisted material subsidiaries are appended as well. policies andapplied
Due to manufacturing operations being discontinued applicable on the company.
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 Companies Act 2013 in Form No. MGT - 9 isattached 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 controls to uploaded onthe website www.majesticauto.in . The Key provisions of
Nomination Remunerationpolicy are appended as an Annexure III to theBoards report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is appended as an Annexure IVand 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 Requirements) Regulations 2015 as a part of this report isannexed hereto as Annexure V.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has constituted the Corporate Social Responsibility (CSR) Committee whichhas been entrusted with the responsibility offormulatingandrecommendingCSRpolicyindicatingtheactivities to be undertaken by theCompany monitoring and implementation of the framework of CSR policy and recommending theamount to be spent on CSR activities.
During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statements of theCompany.
Annual ReportonCorporateSocialResponsibility[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 ofthis report 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 theCompanys 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 Companys internal control systems are commensurate with the nature of itsbusiness and 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 authoritiesworkers 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 confidencein 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 |
| ||House No: 10 Southern Avenue |
|Date : 12th August 2019 ||First Floor Maharani Bagh |
|Place: Noida ||New Delhi-110065 |