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Majestic Research Services & Solutions Ltd.

BSE: 539229 Sector: Others
NSE: N.A. ISIN Code: INE196R01012
BSE 00:00 | 23 Apr 2020 Majestic Research Services & Solutions Ltd
NSE 05:30 | 01 Jan 1970 Majestic Research Services & Solutions Ltd

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OPEN 6.25
PREVIOUS CLOSE 6.06
VOLUME 3000
52-Week high 36.45
52-Week low 5.55
P/E 0.58
Mkt Cap.(Rs cr) 6
Buy Price 6.06
Buy Qty 1800.00
Sell Price 6.65
Sell Qty 600.00
OPEN 6.25
CLOSE 6.06
VOLUME 3000
52-Week high 36.45
52-Week low 5.55
P/E 0.58
Mkt Cap.(Rs cr) 6
Buy Price 6.06
Buy Qty 1800.00
Sell Price 6.65
Sell Qty 600.00

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


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Company director report

Dear Members

The Board of Directors are pleased to present the Company's Seventh Annual Report andthe Company's audited financial statements (standalone and consolidated) for the financialyear ended March 312019.

1. FINANCIAL SUMMARY

Particulars

Standalone

Consolidated

2018-2019 2017-2018 2018-2019 2017-2018
Revenue from Operations 5632.03 4620.28 6357.65 6444.95
Other Income 4.60 16.12 45.69 92.51
Total income 5636.64 4636.40 6403.34 6537.46
Less Total Expses 4161.91 3084.78 4888.58 4720.27
Profit or Loss before Tax 1466.91 1551.62 1514.76 1817.19
Less: Current Tax (486.74) (454.65) (494.94) (454.65)
Deferred Tax (Liability)/ Asset 59.86 (1.28) 59.86 1.28
Profit or (Loss) After Tax 1039.84 1095.56 1079.68 1361.26
Add: Balance as per last Balance Sheet 1756.73 721.19 1903.15 721.54
Less: Transfer to Reserves - - - -
Less: Interim Dividend Paid - (49.98) - (49.98)
Less: Dividend Distribution tax - (10.18) - (10.18)
Less: Pre Acquisition Profit - - - (119.49)
Balance Transferred to Balance Sheet 2796.57 1756.73 2982.83 1903.15

2. REVIEW OF OPERATIONS

During the year under review the Standalone Financial results for the year show aTotal Income of Rs. 5636. 64 Lakhs compared to Rs. 4636.40 Lakhs and standalone NetProfit after tax of Rs. 1039.84 Lakhs as compared to Rs. 1095.56 Lakhs in the previousyear and the Consolidated Financial results for the year show Total Income of Rs. 6403.34Lakhs compared to Rs. 6537.46 Lakhs and Consolidated Net Profit after tax of Rs. 1361.26Lakhs compared to Rs. 463.13 Lakhs in the previous year.

Your Directors are optimistic about Company's business and hopeful of betterperformance with increased revenue in next year. There was no change in the nature ofbusiness of Company.

2. DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth ofthe Company and therefore do not recommend any dividend for the financial year ended onMarch 312019.

Your Directors do not propose to transfer any amount to the General Reserve for thefinancial year ended March 312019.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Pursuant to provisions of Section 124 & 125 of the Companies Act 2013 the companyis not required to transfer the amount to the Investor Education and Protection Fund(IEPF) established by the Central Government as the company have declare the InterimDividend for the first time and there is no unpaid/unclaimed Equity Shares Dividend in FY2018-2019.

5. CHANGE IN SHARE CAPITAL

There is no Change in share capital of the Company during the year under review.

6. USE OF PROCEEDS

i. FURTHER PUBLIC OFFER

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

ii. PREFERENTIAL ISSUE

The proceeds from the preferential issue has been utilised for the object as stated inthe explanatory statement to the Notice for the Annual General Meeting held on September25 2017.

7. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

Management Discussion & Analysis Report has been separately furnished in the AnnualReport.

8. FINANCE

Cash and Bank Balance as at 31st March 2019 was Rs. 266.86 Lakhs.

The Company continues to focus on judicious management of its working capitalreceivable and other working capital parameters were kept under strict check throughcontinuous monitoring.

9. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

Particulars of loans given Investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilised by the recipient are provided in the standalone financial statement which isattach to this report.

11. INTERNAL CONTROL SYSTEM AND RISK

MANAGEMENT

The Company has established a well-defined process of risk management wherein theidentification Analysis and assessment of the various risks measuring of the probableimpact of such risks formulation of risk mitigation strategy and implementation of thesame takes place in a structured manner. Though the various risks associated with thebusiness cannot be eliminated completely all efforts are made to minimize the impact ofsuch risks on the operations of the Company. Necessary internal control systems are alsoput in place by the Company on various activities across the board to ensure that businessoperations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources.

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

The provisions of Section 134(m) of the Companies Act 2013 is not applicable to ourCompany as the Company does not own any manufacturing facility.

a) Conservation of energy

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

b) Technology Absorption : Not Applicable

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

(c) Foreign Exchange Earnings and Outgo

(Rs. in Lakhs)

Current Year Previous year
Foreign Exchange earnings (inflow)* 4229.05 1957.71
Foreign Exchange outgo (outflow) 23.15 14.80

* The above inflow earnings amounts includes accrued and due receivable also.

13. INDUSTRIAL RELATION

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

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

During the year under review Ms. Kajal Sudani resigns as Company Secretary andCompliance Officer with effect from 17th January 2019. The Board of Directorswishes to place on record her appreciation for contribution made by her during the tenureas a Company Secretary and Compliance Officer.

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Sarang Jayant Panchal - Managing Director (DIN: 00046744)of the Company is liable to retire by rotation in the ensuing Seventh Annual GeneralMeeting and being eligible seeks reappointment.

15. COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF

Board of Directors:

Category Name of Director
Executive and Non Mr. Rajendra Kumar Sharma
Independent Director Mr. Sarang Panchal
Non-Executive and Mr. Rupesh Bhujbal
Independent Director Mr. Rajesh Oberoi
Ms. Ritu Gupta

Audit Committee:

Sr. No. Name Status in Committee
1 Rupesh Bhujbal Chairman
2 Ritu Gupta Member
3 Rajesh Oberoi Member

Nomination And Remuneration Committee:

Sr. No. Name Status in Committee
1 Rupesh Bhujbal Chairman
2 Ritu Gupta Member
3 Rajesh Oberoi Member

Stake Holders Relationship Committee:

Sr. No. Name Status in Committee
1 Rupesh Bhujbal Chairman
2 Ritu Gupta Member
3 Rajesh Oberoi Member

16. DECLARATION OF INDEPENDENT DIRECTORS

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

17. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES

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

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

18. MEETINGS OF THE BOARD

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

19. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanation obtained by them your Directors make the following statements in terms of theSection 134(3)(c) of the Companies Act 2013:

(i) That in the preparation of the annual financial statements for the year ended March312019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(ii) That such accounting policies as mentioned in the Financial Statements as‘Significant Accounting Policies' have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2019 and of theprofit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively

20. RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial yearwere on arm's length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large. Particulars of contract or arrangements with relatedparties is annexed herewith in Form AOC 2 as "Annexure - B"

21. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has 3 Subsidiaries as on the date of the Report.

1. ATREVIDO RESEARCH AND CONSULTANTS PRIVATE LIMITED (ARCPL)

During the year under review the ARCPL a subisidiary of the company incurred the lossof Rs. 0.20 Lakhs as compared to Rs. 0.35 Lakhs in previous year.

2. Majestic Research Services Asia Pte. Ltd [Formerly Known as Market Probe AsiaPacific Pte. Ltd] (MRSAP)

During the year under review the MRSAP have achieved the profit of Rs. 40.04 Lakhs ascompared to Rs. 265.93 Lakhs in previous year.

3. Majestic Research Asia Pacific Pte. Ltd (MRSAP)

Majestic Research Asia Pacific Pte. Ltd is Market Research Company incorporated inSingapore on 11th January 2018 as wholly Owned Subsidiary of the Company andthe company is yet to commence its business operations.

The statement containing the salient features of the financial statement of subsidiary/associate/ joint venture companies as per section 129(3) of the Act is provided in formAOC-1 is attached as "Annexure A" which forms part of this report.

The Company do not have any associates or joint venture as on date of this report.

22. MERGERS ACQUISITIONS AND DIVESTMENT

There was no merger or Acquisitions or Divestment done by the Company during the periodunder review.

23. CODE OF CONDUCT

The Board of Director has approved a Code of Conduct which is applicable to the Membersof the Board of Directors and all the employees in the course of day to day businessoperations of the Company.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealing and inparticulars on matters relating to integrity in the work place in business practices andin dealing with stakeholders.

24. NOMINATION AND REMUNERATION POLICY

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

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

25. WHISTLE BLOWER POLICY / VIGIL MECHANISM

During the year your Directors have constituted a Whistle Blower Policy /Vigilmechanism policy for the Company to report to the management instances of unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct of theCompany.

26. COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has set up an Internal Complaints Committee to redress complaints receivedregarding sexual harassment. Your Directors further state that during the year underreview there were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

27. STATUTORY AUDITORS

M/s R T Jain & Co. LLP Chartered Accountants Mumbai (Firm Registration No.103961W) who were the Statutory Auditors of your Company who were appointed in theAnnual General Meeting held on September 28 2015 has resigned as statutory Auditors ofthe Company w.e.f. April 15 2019. In lieu of resignation of M/s R T Jain & Co. LLPChartered Accountants Company has appointed M/s S. D. Mehta & Co. CharteredAccountants (Firm Reg. no. 137193W) Ahmedabad through Postal Ballot dated May 24 2019for the financial year 201819. The members are requested to approve the appointment of M/sS. D. Mehta & Co. Chartered Accountants (Firm Reg. no. 137193W) Ahmedabad for theterm of 5 years provisions of Section 139 and 141 and other applicable provisions if anyof the Companies Act 2013 and the Rules made thereunder (including any statutorymodification(s) or any amendment(s) thereto or any substitution(s) or re-enactment(s)made thereof for the time being in force) in this connection the attention of theMembers is invited to Item No. 2 of the Notice of the ensuing Annual General Meeting.

28. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013 and Rules made there under theBoard had appointed M/s. Anil Hingad & Co. Company Secretaries (C.P No. - 13801) toconduct the Secretarial Audit of the Company for Financial Year ended 31stMarch 2019.

The Secretarial Audit Report for the financial year ended March 312019 issued by M/s.Anil Hingad & Co. Company Secretaries forms part of this report and is appended as"Annexure-D".

The Secretarial Audit Report contains qualification reservation or adverse remark forwhich the clarification is provided at point no. 31.

29. INTERNAL AUDITOR

In terms of Section 138 of the Companies Act 2013 and Rules made there under M/sRishi Sekhri & Associates (Chartered Accountant) Mumbai conducted the Internal Auditof the Company for Financial Year 2018-2019. During the year the Company continued toimplement his suggestions and recommendations to improve the control environment. Theirscope of works includes review of processes for safeguarding the assets of the Companyreview of operational efficiency effectiveness of systems and processes and assessingthe internal control strengths in all areas.

30. COST AUDIT

Provision of Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 are not applicable to the Company during the period underreview.

31. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

Statutory Auditor

There are no qualifications reservations or adverse remarks made by the Auditors intheir report except outstanding statutory dues of Rs. 711.48 Lakhs as on March 312019 fora period of more than six months from the date they became payable. The Board is trying tomaintian utmost financial discipline and avoid delay in payment of statuatory dues.

Secretarial Auditor

The Company shall comply with the provisions of section 135 with regard to CorporateSocial Responsibility during the financial year 2019-20.

Company shall take a note of it and in future will file the e-form MGT-14 for theappointment of Secretarial Auditor on time.

32. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act 2013 Extract ofthe Annual Return in MGT -9 for the Financial Year ended March 312019 made under theprovisions of Section 92(3) of the Act and rule 12(1) of the Companies (Management andAdministration) Rules 2014 is attached as ‘Annexure C" which forms part ofthis Report.

33. ANNUAL RETURN

Annual Return shall be place on www.mrssindia.com within the time prescribed under theCompanies Act 2013 for filling the Annual Return from the date of conclusion of theAnnual General Meeting.

34. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements related and on the date of this report. During the year underreview the financial position of the company was satisfactory.

35. PARTICULARS OF EMPLOYEES NEED TO BE CHECKED WITH OTHER AR OF COMPANIES

There was no employee who was employed throughout the year or part thereof and inreceipt of remuneration aggregating to Rs. 10200000/- p.a. or more or who was employedfor part of the year and in receipt of remuneration aggregating to Rs. 850000/- p.m. ormore.

PARTICULARSAS PER RULE 5 OFTHE COMPANIES (APPOINTEMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014.

The details related to employees and their remuneration as required under Section197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are mentioned in "Annexure E" to this Board's Report.Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not applicable to the Company as no employee falls under thethreshold provided therein.

36. CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform is exempted fromprovision of corporate governance as per Regulation 15 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. Hence nocorporate governance report is disclosed in this Annual Report. However we have compliedwith the relevant provision of the Companies Act 2013 and rules thereunder with regardsto formation of committies.

37. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year Number of shareholders who approached listed entity for transfer of shares from suspense account during the year Number of shareholders to whom shares were transferred from suspense account during the year Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year
NIL NIL NIL NIL

38. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 regarding constitution ofCorporate Social Responsibility (CSR) Committee and spending of atleast 2% of average netprofit are not applicable to the Company.

39. SECRETARIAL STANDARD:

The Board of Directors confirms that the applicable provisions of the SecretarialStandards on ‘Meetings of the Board of Directors' have been duly followed by theCompany.

40. ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for support extendedby the bankers business associates clients consultants auditors shareholders and theemployees of the Company for their co-operation and support.

The Board of Directors would also like to place on record their sincere appreciationfor the cooperation received from the Local Authorities and all statutory and/orregulatory bodies.

For and on behalf of the Board of Directors

Sarang Panchal
(Managing Director)
DIN:00046744
Rajendra Kumar Sharma
(Whole-Time Director)
DIN:06879460
Mumbai 26th August 2019


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