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India's 1 8. Only Listed

Market Research Company

MRSSlndia.Com277“...“

A Majestic MRss company

'FutureProof The Enterprise

3rd October, 2019

To,

The Corporate Services Department,

Bombay Stock Exchange Limited

PhirozeJeejeebhoy Towers,

Dalal Street,

Mumbai — 400 001

Sub: Annual Report for the RV. 2018-2019

Ref: Scrip Code 539229 (Majestic Research Services and Solutions Limited)

Dear Sir/Madam,

With reference to the above mentioned subject, kindly find enclosed the Annual Report for the FY. 2018-

2019.

Kindly take the same on your record and oblige

Thanking You,

Yours Truly,

Encl: As a love

Majestic Research Services and Solutions Limited

Registered Office : 2nd Floor, Kalpak Arcade, No. 46/17, Church Street, Bangalore- 560001.

Corporate Office : No. C-509, 5th Floor, Kanakia Zillion, Gateway to BKC LBS Marg, Kurla West, Mumbai - 400070

Tel./Fax No. : 02226502751 / 52 Email : [email protected] Web site : www.mrssindia.com

CIN No. : L72200KA2012PLC063818 An ISO Company

Entrepreneur] MSME Number - 27222202663

mMRSSlndia.com

A Majestic MRSS Company


‘FutureProof The Enterprise’ India’s 1st & only Listed

Market Research Company

Financial StatementsNoticeCorporate Overview

| 1www.mrssindia.in

Statutory Reports

CORPORATE OVERVIEW PAGE NO

Corporate Information.........................................................................................................................................2

About Company and Business Overview.............................................................................................................3

Chairman’s Speech............................................................................................................................................5

REPORTS

Notice..................................................................................................................................................................6

Board’s Report and Annexures..........................................................................................................................11

FINANCIAL STATEMENTS

Standalone

Independent Auditor’s Report............................................................................................................................35

Balance Sheet..................................................................................................................................................40

Statement of Profit and Loss............................................................................................................................41

Cash Flow Statement.......................................................................................................................................42

Notes to Accounts.............................................................................................................................................43

Consolidated

Independent Auditor’s Report............................................................................................................................58

Balance Sheet..................................................................................................................................................62

Statement of Profit and Loss............................................................................................................................63

Cash Flow Statement.......................................................................................................................................64

Notes to Accounts.............................................................................................................................................65

SHAREHOLDERS INFORMATION

Attendance Slip / Proxy Form

MRSSlndia.comA Majestic MRSS Company


2 | Annual Report 2018-19

BOARD OF DIRECTORSCHAIRMAN AND WHOLE TIME DIRECTORMr. Rajendra Kumar Sharma

MANAGING DIRECTORMr.Sarang Jayant Panchal

INDEPENDENT DIRECTORMr. Rupesh Pandurang BhujbalMr. Rajesh Dharambir OberoiMs. Ritu Gupta

CHIEF FINANCIAL OFFICERMr. Rajendra Kumar Sharma

COMPANY SECRETARYMr. Manish Baid

INVESTOR RELATIONSMr. Manish BaidTel. No. 022-26527276Email Id: [email protected]

REGISTERED OFFICEMajestic Research Services andSolutions LimitedCIN: U72200KA2012PLC0638182nd Floor, Kalpak Arcade,No. 46/17, Church StreetBangalore – 560001

CORPORATE OFFICEC-509, 5th Floor,Kanakia Zillion,LBS Marg, Kurla West,Mumbai - 400070.BANKERSICICI Bank LimitedAxis Bank LimitedHDFC Bank Limited

REGISTRAR & TRANSFER AGENTBigshare Services Private Limited1stFloor, Bharat Tin Works Building,Opp. Vasant Oasis, Makwana Road, Marol,Andheri East, Mumbai- 400059 (M.H.)

AUDITORSM/s. S.D Mehta & Co,Ahmedabad.

CORPORATE INFORMATION


| 3www.mrssindia.in

Statutory Reports

INDUSTRY OVERVIEWThe global annual revenue of the market research industry is estimated around 75 billion dollars which is as big as the global gaming industry. The MR industry is seeing a gradual and consistent growth. Meanwhile in India, the revenue grew from 602 Million USD (2008) to 1218 million USD (2019). India is ranked 16th amongst all the countries in terms of Market Research spend.

The industry overview services study revealed 2017 has seen a lot of technological advances in the field of MR work and the impact has been for good. These technological advances continue through 2018-2019 as well.

Since India is a country with a vast demography, market research is essential for start-ups or existing conglomerates. In-depth MR in India takes care of all the queries of the marketers - giving them the required information for a smooth marketing success.

Company Overview

Your company, member of MRSI and DIN (Digital Insight Network - Global) is a growing digital market research agency, headquarter in Mumbai. We trust that, we have created strong footprints pan India by working with top most corporate’s. The company provides to clients a comprehensive understanding of what consumers observe and what they buy and how those choices intersect. We deliver critical media and marketing information, analytics and what consumers read, watch and listen to (consumer interaction across different mediums) Pan India. Our information, insights and solutions help our clients maintain and strengthen their market positions and identify opportunities for profitable growth. We help our clients enhance their interactions with consumers and make critical business decisions that we believe positively affect their sales and profitability. We exhaustively rely on usage of technology for data acquisition offering reliability, validity and faster turnaround times to its clients.. The company has wide range of offerings such as Eye Tracking, Mobile Analytics, Video Analysis, Facial Recognition, Digital Tracking, Online Communities, Neuroscience, Emotional Analysis, Automated Audience Measurement, Sensory Sciences, etc. The information thus brought together, can deliver powerful insights into the effectiveness of branding, advertising and consumer choices.

Opportunities and Threats:

The country has retained its position as the third largest start-up base in the world as per a report by NASSCOM. Real GDP growth slowed to 7.1 % in FY16/17 from 8 % in FY15/16, and to 5.7 % in Q1 FY17/18. However, it is expected to bounce back to an annual rate of 7.0%.

Despite the domestic economic sluggishness, India so far has had a good international financial situation. The country’s export growth rate has been on an increase in FY 16/17. India’s Foreign Direct Investment (FDI) inflows reached US$ 208.99 billion till December 2017.

Lots of forecasts and expectations are on the cards for the future of the economy of India.

Segment wise performance:

We continue to draw from the strength of Majestic MRSS, having two decades of experience with presence in major countries of APAC and MENA region, to scale up our operations and depth of solutions in our quest to be become home-grown leader – preferred choice for domestic market insights.

The current financial year has been challenging for the company. We continued to win prestigious projects from across various industry verticals. Apart from FMCG which is the leading market research spender the new age companies like Uber, Google, Amazon, Facebook etc.

We also partnered with the big consulting companies to provide solutions for clients.

Internal Control Systems and their Adequacy:

For Internal Financial Control Systems efficient policies and procedures are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.




Financial Performance with respect to Operational Performance:

During financial year 2018-2019, your company has earned Profit After Tax (PAT) of Rs. 107.97 million as compared to Rs. 136.13 in previous Year.

Particulars FY 2018-19 FY 2017-18Revenue (In Millions) 640.33 653.75EBITDA Margin (%) 26.29 30.91Profit After Tax (%) 16.86 20.82EPS (Rs) 10.77 13.61Book Value Per Share (Rs) 51.06 39.92

Industrial Relations front:

During the Financial year 2018-19, your company maintained cordial and harmonious relations at all levels of the organization.

Material developments in Human Resources:

The company has always recognized its Human assets as a critical and therefore, considers high importance to human resource development for the growth of the company. It selectively handpicks candidates of positive qualities and flair aptitude. Apart from recruitments, the company also takes various initiatives to enhance and train the current assets to amplify their potential.

The key criterion that we have looked at adding people was sector specialists or vertical leaders. Adding these verticals via these personnel is what results in additional revenue stream. This is a key part of the organic strategy for MRSS. We have also expanded our pool of consultants whom we work with on specific projects.

Outlook of the Company

Your company, member of MRSI and DIN (Digital Insight Network - Global) is a growing digital market research agency, headquartered in Mumbai. We trust that, we have created strong footprints pan India by working with top most corporates.

We continue to enhance our core competency in Market Research industry by improving insight approaches and investing in new technologies. We have also invested significantly in our data bank to enable the integration of distinct large-scale data sets including those owned by third parties. We believe that our expertise, established standards and comprehensive database provide us with a distinct advantage as we deliver more precise insights to our clients. We continue to focus on innovation to deepen our capabilities and enhance our analytics edge to ‡�pitalize on industry trends.

Risks and Concerns:

Technology Risk: Technology is continuously changing and we need to ensure that we constantly incorporating same new and existing service offerings to compete effectively in market place. If we are not able to successfully complete the development and introduction of new services, including new managed services, in a timely manner, the business could be adversely affected. We rely on a combination of in-house development and third-party technology licensing and/or acquisition to bring the new services to market. In either case, it is important that we are able to obtain any necessary third party intellectual property rights on a cost effective basis. If another person holds the technology that is necessary for us to provide our services, under a patent or other intellectual property right, a license for the use of that technology may have to be negotiated. The negotiations may not arrive at a price that is acceptable. The existence of such patents or other intellectual property rights, or the inability to negotiate a license at an acceptable cost, for any such technology, could effectively hinder our ability to provide services using that particular technology.

Operating Risks: We have making significant investments and will continue to need investments for newer technologies & solutions and working capital for high value projects, which may stretch liquidity and create execution risks. Operations and profitability may be adversely affected if the funding required for the plans is relatively more expensive or delayed.


| 5www.mrssindia.in

Statutory Reports

CHAIRMAN’S SPEECHDear MRSS Stakeholders,

It is that time of the year when we take stock of the year that has passed by. In our journey, 2018 was indeed a very interesting year. The Standalone financial highlights are as follows: Particulars Amount (Rs in Lakhs)Revenue 5636.64Expenses 4169.91PBT 1466.72PAT 1039.84

This was a very challenging period for us considering that the entire business eco-system in India was still grappling with functioning under the new GST regime. There was confusion amongst all the stakeholders and our systems also had to get aligned accordingly.

The Banking/NBFC system had a difficult time as well therefore stressing further pressure on high growth SME’s and we encountered this challenge as well.

Given that it was an election year a lot of the government projects also took much longer to materialize than normal. The previous years had seen rapid growth and so this year we had to further streamline the delivery structure.

This reorganization has been challenging for the stakeholders. As the anchor shareholders, we have the important responsibility to construe and execute forward-looking decisions.

Clients as always have been the backbone of our business and we would like to dedicate this year once again to them as being the strongest pillar of support. From industries as diverse as Aviation to Agriculture, MRSS is proving to be a strong Insights partner for all of them and it is because the opportunities that they are providing MRSS with.

In the past we have been criticized of being overly communicative and exposing ourselves in the media and that as we all know can be a double edged sword. We have taken firm steps in repositioning our stance on the same. Our e-newsletter which was very much appreciated by one and all has been discontinued in order to ensure that all communication is made through formal official channels only.

The market research industry globally saw further consolidation as couple of the bigger players merged.This benefits MRSS. Further, as we all know Blockchain technology is touching all industries outside of crypto currency and promises to revolutionalise the market research industry as well. The key driving factors being:-

Maximization of Data Authenticity

Ease of co-relating Data Sets

Smart Contracts enabling consumers to be rewarded for the data provided by them.

As the rupee is depreciating, the global market research buyers are seeing offshoring opportunities of the research and insights divisions and are looking to work with our firm right from the inception stages giving us strategic in-roads into these accounts.

On the other hand, the local market research spenders and keen evaluating global expansion into foreign markets given the slowdown in local consumption – again which puts us in a very beneficial situation to partner with them.

On the Inorganic growth front, we continued to review opportunities but we are still away from actualizing any particular one. We are being judicious about it and our shareholders also believe in the same.

We are excited about our future and will continue to work hard to deliver excellence in our work – from the research designs that we come up for our clients, to the skill development we provide to our employees, to the value we deliver to our stockholders.

We thank all of you for your support and patience!!!




NOTICE is hereby given that the 7th Annual General Meeting of the Members of Majestic Research Services and Solutions Limited will be held on Monday, 30th September, 2019 at 10:30 a.m. at Arna Hotel, #37 Prestige Enclaves Kempegowda International Airport road, Near Vidya Nagar Cross, Central Telecom Society, Bengaluru, Karnataka 562157 to transact the following Business:

ORDINARY BUSINESS:

1. To receive, consider and adopt:

a) the Audited Financial Statements of the Company for the financial year ended March 31, 2019 together with the Report of the Board of Directors and Auditors thereon; and

b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2019 together with the report of the Auditors thereon.

2. To appoint a Director in place of Mr. Sarang Jayant Panchal – Managing Director (DIN: 00046744), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and, being eligible, offers himself for re-appointment.

3. To appoint and fix the remuneration of the Statutory Auditors and in this connection, to consider and if thought fit, to pass with or without modification, the following resolution as Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and 141 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, (including any statutory modification(s) or any amendment(s) thereto, or any

substitution(s) or re-enactment(s) made thereof, for the time being in force), M/s S. D. Mehta & Co. Chartered Accountants, (Firm Reg. no. 137193W) Ahmedabad be and are hereby appointed as Statutory Auditors of the Company for a term of 5 years and their appointment has been approved by the Audit Committee and the Board of Directors of the Company and also to fix the remuneration of M/s S. D. Mehta & Co. Chartered Accountants, as Statutory Auditors of the Company for the financial year 2019-20 be such as recommended by the Audit Committee and approved by the Board of Directors of the Company, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.”

By Order of the Board of DirectorsFor Majestic Research Services and

Solutions Limited

Rajendra Kumar Sharma Whole-time Director

DIN.: 06879460

Add.: Plot No. 139/B, Sindhi Soc. Opp. Bhakti Bhavan, Chembur Mumbai 400071

Place: Mumbai,Date: August 30, 2019

Registered office:

2nd Floor, Kalpak Arcade,No. 46/17, Church Street,Bangalore – 560001

NOTICE


| 7www.mrssindia.in

Statutory Reports

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT PROXY(S) TO ATTEND AND VOTE INSTEAD OF HIMSELF AND PROXY(S) NEED NOT TO BE A MEMBER OF THE COMPANY. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a proxy on behalf of not more than fifty members and holding in aggregate not more than ten percent of the total Share Capital of the Company. Members holding more than ten percent of total Share Capital of the Company may appoint a single person as proxy, who shall not act as a proxy for any other Member. The Instrument of Proxy, in order to be effective, should be deposited at the registered office of the Company, duly completed and signed, not later than 48 hours before the commencement of the meeting. A proxy Form is annexed to this notice. Proxies submitted on behalf of Limited Companies, Societies, etc., must be supported by an appropriate resolution/ authority, as applicable. Applicable revenue stamp to be affixed on the proxy form.

2. The Explanatory Statement pursuant to sub - section (1) of section 102 of the Companies Act, 2013 in respect of Special Business is annexed hereto and forms part of this Notice.

3. A Statement giving the relevant details of the Directors seeking re-appointment under Item No. 2, of the accompanying Notice is annexed herewith.

4. Members, Proxies and Authorized Representatives are requested to bring to the meeting, the Attendance Slip enclosed herewith, duly completed and signed, mentioning therein details their DP ID and Client ID/ Folio No.

5. For the convenience of Members and for the proper conduct of the meeting, entry to the place of meeting will be regulated by an Attendance Slip, which is annexed to the proxy form, Members/Proxies attending the meeting are kindly requested to complete the enclosed Attendance Slip, affix their signature at the place provided thereon and hand it over at the entrance.

6. Shareholders are requested to tender their Attendance Slips at the registration counters at the venue of the AGM and seek registration before entering the Meeting Hall. In order to enable us to

register your attendance at the venue of the Annual General Meeting, we request you to bring your folio number/demat account number/DP ID-Client ID to enable us to give you a duly filled attendance slip for your signature and participation at the meeting.

7. Members are requested to bring Annual Report 2018-19 along with them to the Annual General Meeting, since extra copies will not be supplied at the Meeting.

8. In case of Joint holder attending the Meeting, only such Joint holder who is higher in the order of names will entitled to vote.

9. A member is entitled to inspect proxies lodged at any time before 24 hours of the time fixed for commencement of the meeting ending with the conclusion of the meeting, provided that not less than three days’ notice in writing is given to the company.

10. The Register of Directors and Key Managerial Personnel and their shareholding maintained under section 170 of the Companies Act, 2013 and the Registers of Contracts or Arrangements in which the directors are interested maintained under section 189 of the Companies, 2013 will be available for inspection by the members at the AGM.

11. Corporate Members intending to send their authorized representative to attend the Annual General Meeting, pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company, a certified copy of relevant Board resolution together with the respective specimen signatures of those representative(s) authorized under the said resolution to attend and vote on their behalf at the meeting.

12. The Notice of the Annual General Meeting along with the Annual Report 2018-19 is being sent to those who are members of the Company as on August 30, 2019 (Cut –Off Date) by post. A copy of the Notice of Annual General Meeting along with the Annual Report is also available for download on website of the Company www.mrssindia.com. To support the ‘Green initiative’ Members who have not registered their email addresses are requested to register the same with Company’s Registrar and Transfer Agents, M/s Bigshare Services Private Limited/ Depositories.




13. All the Members are requested to

i. Intimate immediately any changes in their address to Company’ Registrar and Share Transfer Agent, details of whom are provided below -

M/s Bigshare Services Private Limited 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai- 400059 (M.H.) Tel: 91-022-62638200 E-mail: [email protected], Website: www.bigShareonline.in

ii. Send all correspondence relating to transfer and transmission of Shares to Registrar and Transfer Agent and not to the Company.

iii. Quote their Folio No./ Client ID No. in their correspondence with the Registrar and Share Transfer Agent.

iv. Send their queries related to accounts and operations of the Company at least 10 days in advance so the required information can be made available at the meeting.

v. Intimate Registrar and Share Transfer Agent, M/s Bigshare Services Private Limited for consolidation of folios, in case having more than one folio.

14. All documents referred to in the accompanying notice are open for inspection at the Registered Office (in electronic mode) and Corporate Office of the Company on all working days, except Saturday and Sunday during working hours.

15. Members holding Shares in dematerialization form are requested to intimate all changes pertaining to their registered email addresses, bank details, NECS, mandates, nominations, power of attorney etc. to their Depository Participants. Changes intimated to the Depository Participants will then be automatically reflected in the Company’s records which will help the Company and its Registrar and Transfer Agent, Bigshare Services Private Limited, to provide efficient and better services to the Members. Members holding Shares in physical form are requested to advice such changes to the Company’s Registrar and Transfer Agents, Bigshare Services Private Limited.

16. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company/ Registrar & Transfer Agent.

17. Members holding Shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risks associated with physical Shares and for ease of portfolio management. Members can contact the Company’s Registrar and Transfer Agents, Bigshare Services Private Limited for assistance in this regard.

18. The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, 10th October, 2019 to Friday, 11th October, 2019 (both days inclusive) for purpose of Annual General Meeting.

19. Pursuant to the prohibition imposed vide Secretarial Standard on General Meetings (SS-2) issued by the ICSI and the MCA circular, no gifts/coupons shall be distributed at the Meeting.

20. Company is exempted from conducting E – Voting vide Rule 20(2) of Companies (Management and Administration) Rule, 2014, as amended from time to time. So voting will be conducted by means of ballot paper at the Annual General Meeting.

21. Only bonafide members of the Company whose names appear on the Register of Members/Proxy holders, in possession of valid attendance slips duly filled and signed will be permitted to attend the meeting. The Company reserves its right to take all steps as may be deemed necessary to restrict non-members from attending the meeting.


| 9www.mrssindia.in

Statutory Reports

BRIEF RESUME OF THE DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENTAT THE 7TH ANNUAL GENERAL MEETING

[Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

Name Mr. Sarang Jayant PanchalDIN 00046744Designation Managing DirectorDate of Birth 03/08/1961Date of First Appointment 13/06/2014Qualifications Bachelor of Commerce and Master’s Degree in Management

Studies.Profile Having aggregate experience of 31years in the field of

marketingDirectorships held in other companies Atrevido Research And Consultants private LimitedMemberships/ Chairmanships of Committees of other companies

Nil

Number of Board Meetings attended during FY 2018-19 5Relationship with other Directors, Key Managerial Personnel

Not related to any Director/ Key Managerial Personnel

Number of shares held in the Company 30,002Number of Stock Options NilTerms and Conditions of appointment/re-appointment In terms of Section 152(6) of the Act, Mr. Sarang Jayant

Panchal who was appointed as a Managing Director on June 13, 2014 is liable to retire by rotation at the Meeting.

Remuneration last Drawn (including sitting fees, if any) Rs. 55.20 Lakhs per annum (in the Financial Year 2018-19)


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ANNEXURE II TO THE NOTICEROUTE MAP AND PROMINENT LANDMARK OF THE VENUE OF THE

ANNUAL GENERAL MEETING

Venue: Arna Hotel, #37 Prestige Enclaves Kempegowda International Airport road, Near Vidya Nagar Cross, Central Telecom Society, Bengaluru, Karnataka 562157


| 11www.mrssindia.in

Statutory Reports

BOARD’S REPORTDear Members,

The Board of Directors are pleased to present the Company’s Seventh Annual Report and the Company’s audited financial statements (standalone and consolidated) for the financial year ended March 31, 2019.

1. FINANCIAL SUMMARYParticulars Standalone Consolidated

2018-2019 2017-2018 2018-2019 2017-2018Revenue from Operations 5,632.03 4620.28 6,357.65 6,444.95Other Income 4.60 16.12 45.69 92.51Total income 5,636. 64 4,636.40 6,403.34 6,537.46Less Total Expses 4,161.91 3,084.78 4,888.58 4,720.27Profit or Loss before Tax 1,466.91 1,551.62 1,514.76 1817.19Less: Current Tax (486.74) (454.65) (494.94) (454.65)Deferred Tax (Liability)/ Asset 59.86 (1.28) 59.86 1.28Profit or (Loss) After Tax 1,039.84 1,095.56 1,079.68 1,361.26Add: Balance as per last Balance Sheet 1,756.73 721.19 1,903.15 721.54Less: 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 2,796.57 1,756.73 2,982.83 1,903.15

2. REVIEW OF OPERATIONS

During the year under review, the Standalone Financial results for the year show a Total Income of Rs. 5,636. 64 Lakhs compared to Rs. 4,636.40 Lakhs and standalone Net Profit after tax of Rs. 1,039.84 Lakhs as compared to Rs. 1,095.56 Lakhs in the previous year and the Consolidated Financial results for the year show Total Income of Rs. 6,403.34 Lakhs compared to Rs. 6,537.46 Lakhs and Consolidated Net Profit after tax of Rs. 1,361.26 Lakhs compared to Rs. 463.13 Lakhs in the previous year.

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

2. DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and therefore, do not recommend any dividend for the financial year ended on March 31, 2019.

Your Directors do not propose to transfer any amount to the General Reserve for the financial year ended March 31, 2019.

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

Pursuant to provisions of Section 124 & 125 of the Companies Act, 2013, the company is 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 Interim Dividend for the first time and there is no unpaid/unclaimed Equity Shares Dividend in FY 2018-2019.

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 of deployment for the purpose of the objects as stated in the prospectus dated 7th December, 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 in the explanatory statement to the Notice for the Annual General Meeting held on September 25, 2017.

7. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

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

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 capital, receivable and other working capital parameters were kept under strict check through continuous 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 THE COMPANIES ACT, 2013

Particulars of loans given, Investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or

security is proposed to be utilised by the recipient are provided in the standalone financial statement which is attach to this report.

11. INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT

The Company has established a well-defined process of risk management, wherein the identification, Analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum 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 our Company 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 energyNot 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



Statutory Reports

(c) Foreign Exchange Earnings and Outgo

(Rs. in Lakhs)Current

YearPrevious

yearForeign 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 clients and 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 and Compliance Officer with effect from 17th January, 2019. The Board of Directors wishes to place on record her appreciation for contribution made by her during the tenure as a Company Secretary and Compliance Officer.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association 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 General Meeting and being eligible seeks re-appointment.

15. COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF

Board of Directors:

Category Name of DirectorExecutive and Non Independent Director

Mr. Rajendra Kumar Sharma Mr. Sarang Panchal

Non-Executive and Independent Director

Mr. Rupesh Bhujbal Mr. Rajesh Oberoi Ms. Ritu Gupta

Audit Committee:

Sr. No.

Name Status in Committee

1 Rupesh Bhujbal Chairman2 Ritu Gupta Member3 Rajesh Oberoi Member

Nomination And Remuneration Committee:

Sr. No.



Stake Holders Relationship Committee:

Sr. No.



16. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence 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 and the individual Directors was led by Nomination & Remuneration Committee, the evaluation was done using individual interviews covering amongst other vision, strategy and role clarity of the Board. Board dynamic and processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

As part of the evaluation process the performance of Non- Independent Directors, the Chairman and the Board was done by the Independent Directors. The performance evaluation of the respective Committees and that of independent and Non Independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process.

18. MEETINGS OF THE BOARD

5 meetings of the Board of Directors were held during the year. The intervening gap between 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 and explanation obtained by them, your Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act, 2013:

(i) That in the preparation of the annual financial statements for the year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation 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 and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the profit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(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 financial controls were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicable laws 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 year were on arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Particulars of contract or arrangements with related parties 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 loss of 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 Asia Pacific Pte. Ltd] (MRSAP)

During the year under review, the MRSAP have achieved the profit of Rs. 40.04 Lakhs as compared 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 in Singapore on 11th January, 2018 as wholly Owned Subsidiary of the Company and the 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 form AOC-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 period under review.

23. CODE OF CONDUCT

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

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in



Statutory Reports

their business dealing and in particulars on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

24. NOMINATION AND REMUNERATION POLICY

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

The remuneration policy is aimed at rewarding performance based on review of achievements on a regular basis. The components of the total remuneration vary for different levels and are governed by Industry pattern, practice, qualification and experience of the employees and responsibilities handled by them. The objectives of the remuneration policy are to motivate and encourage the employees to deliver higher performance and to recognize their contribution.

25. WHISTLE BLOWER POLICY / VIGIL MECHANISM

During the year, your Directors have constituted a Whistle Blower Policy /Vigil mechanism policy for the Company to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct of the Company.

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

The Company has set up an Internal Complaints Committee to redress complaints received regarding sexual harassment. Your Directors further state that during the year under review, 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 the Annual General Meeting held on September 28, 2015 has resigned as statutory Auditors of the Company w.e.f. April 15, 2019. In lieu

of resignation of M/s R T Jain & Co. LLP, Chartered Accountants, Company has appointed M/s S. D. Mehta & Co. Chartered Accountants, (Firm Reg. no. 137193W) Ahmedabad, through Postal Ballot dated May 24, 2019 for the financial year 2018-19. The members are requested to approve the appointment of M/s S. D. Mehta & Co. Chartered Accountants, (Firm Reg. no. 137193W) Ahmedabad for the term of 5 years provisions of Section 139 and 141 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, (including any statutory modification(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 the Members 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, the Board had appointed M/s. Anil Hingad & Co., Company Secretaries (C.P No. - 13801) to conduct the Secretarial Audit of the Company for Financial Year ended 31st March, 2019.

The Secretarial Audit Report for the financial year ended March 31, 2019 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 for which 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/s Rishi Sekhri & Associates (Chartered Accountant), Mumbai conducted the Internal Audit of the Company for Financial Year 2018-2019. During the year, the Company continued to implement his suggestions and recommendations to improve the control environment. Their scope of works includes, review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

30. COST AUDIT

Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the period under review.




31. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS 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 in their report except outstanding statutory dues of Rs. 711.48 Lakhs as on March 31, 2019 for a period of more than six months from the date they became payable. The Board is trying to maintian 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 Corporate Social 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 the appointment 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 of the Annual Return in MGT -9 for the Financial Year ended March 31, 2019 made under the provisions of Section 92(3) of the Act and rule 12(1) of the Companies (Management and Administration) Rules, 2014, is attached as “Annexure C” which forms part of this Report.

33. ANNUAL RETURN

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

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

There are no material changes and commitments affecting the financial position of the company which

have occurred between the end of the financial year of the company to which the financial statements related and on the date of this report. During the year under review, 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 in receipt of remuneration aggregating to Rs. 1,02,00,000/- p.a. or more or who was employed for part of the year and in receipt of remuneration aggregating to Rs. 8,50,000/- p.m. or more.

PARTICULARS AS PER RULE 5 OF THE COMPANIES (APPOINTEMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

The details related to employees and their remuneration as required under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are mentioned in “Annexure E” to this Board’s Report. Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employee falls under the threshold provided therein.

36. CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform is exempted from provision of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no corporate governance report is disclosed in this Annual Report. However we have complied with the relevant provision of the Companies Act, 2013 and rules thereunder with regards to formation of committies.

37. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNTAggregate 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 yearNIL NIL NIL NIL



Statutory Reports

38. CORPORATE SOCIAL RESPONSIBILITY

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

39. SECRETARIAL STANDARD:

The Board of Directors confirms that the applicable provisions of the Secretarial Standards on ‘Meetings of the Board of Directors’, have been duly followed by the Company.

40. ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for support extended by the bankers, business associates, clients, consultants, auditors,

shareholders and the employees of the Company for their co-operation and support.

The Board of Directors would also like to place on record their sincere appreciation for the co-operation received from the Local Authorities and all statutory and/or regulatory bodies.

For and on behalf of the Board of Directors

Sarang Panchal (Managing Director)

DIN: 00046744

Rajendra Kumar Sharma(Whole-Time Director)

DIN: 06879460Mumbai, 26th August, 2019




“Annexure A to Board’s Report”

FORM AOC -1(Pursuant to first proviso to sub section (3) of section 129 read with rule 5 of Companies (Accounts), Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures PART “A”:- SUBSIDARY

(Rs. In Lakhs)Sr. No.

Particulars FY 2018-2019 FY 2018-2019

1 Name of the Subsidiary ATREVIDO RESEARCH AND CONSULTANTS

PRIVATE LIMITED

MAJESTIC RESEARCH SERVICES ASIA PTE LTD (Earlier Known as

Market Probe Asia Pacific Pte Ltd)2 Acquired on 23rd January, 2015 21st July, 20183 Country of Incorporation India Singapore4 Reporting Period 01-04-2018 to 31-03-2019 01-04-2018 to 31-03-20195 Reporting Currency & Exchange

RateINR SGD & (1SGD equals to INR 50.72)

6 Share Capital 1 126.807 Reserve & Surplus (0.58) 1121.028 Total Assets 3.95 1409.249 Total Liabilities 3.53 161.42

10 Details of Investments 0 011 Turnover 0 830.9912 P/(L) before Tax (0.20) 48.2413 Provision for Taxation Including

Deferred Tax0 8.20

14 P/(L) after Tax from (0.20) 40.0415 Proposed Dividend NIL NIL16 % of Shareholding 99.99% 100.00%

1. Name of Subsidiaries which are yet to commence operations:- 1

Sr. No. Particulars FY 2018-20191 Name of the Subsidiary MAJESTIC RESEARCH ASIA PACIFIC PTE LTD2 Incorporated and Acquired on 11th January, 20183 Country of Incorporation Singapore4 Reporting Period 01-04-2018 to 31-03-20195 Reporting Currency & Exchange Rate SGD & (1SGD equals to INR 50.72)6 Share Capital 0.00 (1 Ordinary Share)7 Reserve & Surplus 0.008 Total Assets 0.009 Total Liabilities 0.0010 Details of Investments 011 Turnover NIL



Statutory Reports

Sr. No. Particulars FY 2018-201912 P/(L) before Tax NIL13 Provision for Taxation Including Deferred

Tax0

14 P/(L) after Tax from NIL15 Proposed Dividend NIL16 % of Shareholding 100.00%

2. Name of subsidiaries which have been liquidated during the Year 2018-19 :- NIL

PART “B”:- JOINT VENTURES

(Statement pursuant to section 129(3) of the Companies Act, 2013 related to Associate companies and Joint Ventures)

1. Name of Joint Ventures which are yet to commence operations:- NIL

2. Name of Joint Ventures which have been liquidated during the Year 2018-19 :- NIL



DIN: 00046744Mumbai, 26th August, 2019




“Annexure B to Board’s Report”

FORM AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions

under third proviso thereto. Details of contracts or arrangements or transactions not at arm’s length basis: Not Applicable

1. Name(s) of the related party and nature of relationship:2. Nature of contracts/arrangements/transactions3. Duration of the contracts / arrangements/transactions4. Salient terms of the contracts or arrangements or transactions including the value, if

any-5. Justification for entering into such contracts or arrangements or Transactions6. Date(s) of approval by the Board7. Amount paid as advances, if any8. Date on which the special resolution was passed in general meeting as required under

first Proviso to section 188

Name(s) of the related party and nature of relationship:

Nature of contracts/

arrangements/transactions:

Duration of the contracts /arrangements/ transactions:

Salient terms of the contracts or arrangements

or transactions including the value, if any:

Date(s) of approval by the Board, if

any:

Amount paid as

advances

Majestic Market Research Support Services Limited - Associate Company

Sales On going 150.00 27.04.2018 NIL

Majestic Research Services Asia Pte Ltd (Earlier Known as Market Probe Asia Pacific Pte Ltd)

Wholly-Owned Subsidiary Company

Sales On going 100.30 26.05.2018 NIL

Total 250.30

(Managing Director)

DIN: 00046744

Mumbai, 26th August, 2019



Statutory Reports

“Annexure – C to Board’s Report”

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN AS ON FINANCIAL YEAR ENDED ON March 31, 2019

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

CIN L72200KA2012PLC063818Registration Date 02/05/2012Name of the Company Majestic Research Services and Solutions LimitedCategory/Sub-category of the Company Company Limited by Shares/Indian Non- Government CompanyAddress of the Registered office

&Contact details

2nd Floor, Kalpak Arcade, No. 46/17, Church Street Bangalore Karnataka - 560001

Whether listed Company YesName, Address & contact details of the Registrar & Transfer Agent, if any.

Bigshare Services Private Limited

1st Floor, Bharat Tin Works Building,

Opp. Vasant Oasis, Makwana Road, Marol,

Andheri East, Mumbai- 400059 (M.H.)

Tel No.: +91- 022-62638200

Email: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY(All the business activities contributing 10 % or more of the total turnover of the Company shall be stated)

Sr. No. Name and Description of main products / services

NIC Code of the Product/service

% to total turnover of the Company

1. Market Research 7320 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:Sr. No.

Name And Address of the Company

CIN/GLN/ Registration No. Holding/ Subsidiary /Associate

% of shares Held

Applicable Section

1. Atrevido Research And Consultants Private Limited

U74900DL2014PTC270244 Subsidiary 99.99 2(87) (ii)

2. Majestic Research Services Asia Pte. Ltd [ Formerly Known as Market Probe Asia Pacific Pte. Ltd – Name changed w.e.f. 08.11.2017]

Foreign Company Subsidiary 100.00 2(87) (ii)

3. Majestic Research Asia Pacific Pte. Ltd

Foreign Company Subsidiary 100.00 2(87) (ii)




IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

A) Category-wise Share Holding:Category of Shareholders

No. of Shares held at the beginning of the year [As on 01-April-2018]

No. of Shares held at the end of the year [As on 31-March-2019]

% Change during

the yearDemat Physical Total % of Total

Shares

Demat Physical Total % of Total Shares

A. PROMOTERS

(1) Indian(a) Individual/ HUF 18,58,992 0 18,58,992 18.54 18,58,992 0 18,58,992 18.54 0

(b) Central Govt. or State Govt. 0 0 0 0 0 0 0 0 0

(c) Bodies Corporates 41,75,000 0 41,75,000 41.64 41,75,000 0 41,75,000 41.64 0

(d) Banks / FI 0 0 0 0 0 0 0 0 0

(e) Any other (specified as under) 0 0 0 0 0 0 0 0 0

SUB-TOTAL (A) (1):- 60,33,992 0 60,33,992 60.18 60,33,992 0 60,33,992 60.18 0

(2) Foreign(a) Individuals (NRIs/ Foreign

Individual)0 0 0 0 0 0 0 0 0

(b) Bodies Corp. 0 0 0 0 0 0 0 0 0

(c) Banks / FI 0 0 0 0 0 0 0 0 0

(d) Any Other…. 0 0 0 0 0 0 0 0 0

SUB-TOTAL (A) (2):- 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter (A)= (A)(1)+(A)( 2)

30,01,996 0 30,01,996 60.06 60,33,992 0 60,33,992 60.18 0.12

B. PUBLIC SHAREHOLDING(1) Institutions

(a) Mutual Funds 0 0 0 0 0 0 0 0 0

(b) Banks / FI 0 0 0 0 0 0 0 0 0

(c) Central/State Govt(s) 0 0 0 0 0 0 0 0 0

(d) Venture Capital Funds 0 0 0 0 0 0 0 0 0

(e) Insurance Companies 0 0 0 0 0 0 0 0 0

(f) FIIs 0 0 0 0 0 0 0 0 0

(g) Foreign Venture Capital Investor

0 0 0 0 0 0 0 0 0

(h) Qualified Foreign Investor 0 0 0 0 0 0 0 0 0

(i) Foreign Portfolio Investors (Corporate)

51,600 0 51,600 0.51 51,600 0 51,600 0.51 0

(j) Alternate Investment Funds 7,200 0 7,200 0.07 0 0 0 0 (0.07)

(k) Others (Individuals) 0 0 0 0 0 0 0 0 0

SUB-TOTAL (B)(1):- 58,800 0 58,800 0.59 58,800 0 58,800 0.51 (0.07)2. Non-Institutions(a) Bodies Corp.

i. Indian 1,33,282 0 1,33,282 1.33 102661 0 102661 1.02 (0.31)

ii. Overseas 0 0 0 0 0 0 0 0 0

(b) Individuals

i. Individual shareholders holding nominal share capital up to Rs. 1 lakh

15,23,152 8 15,23,160 15.19 1516119 8 1516127 15.12 (0.07)



Statutory Reports

Category of Shareholders

No. of Shares held at the beginning of the year [As on 01-April-2018]

No. of Shares held at the end of the year [As on 31-March-2019]

% Change during

the yearDemat Physical Total % of Total

Shares

Demat Physical Total % of Total Shares

ii. Individual shareholders holding nominal

share capital in excess of Rs 1 lakh

20,87,829 0 20,87,829 20.82 1777020 0 1777020 17.72 (3.10)

(c) Others (specify)

i. Non Resident Indians 1,16,400 0 1,16,400 1.16 280800 0 280800 2.80 1.64

ii. Foreign Nationals 0 0 0 0 0 0 0 0 0

iii. Clearing Members 72,537 0 72,537 0.72 263800 0 263800 2.63 1.91

iv. Trusts 0 0 0 0 0 0 0 0 0

vi. Foreign Bodies 0 0 0 0 0 0 0 0 0

Sub-total (B)(2):- 39,33,200 8 39,33,208 39.23 3940400 8 3940408 39.30 (0.07)Total Public Shareholding (B)=(B)(1)+(B)(2)

39,92,000 8 39,92,008 39.82 39,92,000 8 39,92,008 39.82 (0.00)

(C) Shares held by Custodian for GDRs & ADRs

0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 1,00,25,992 8 1,00,26,000 100 1,00,25,992 8 1,00,26,000 100 0

B) Shareholding of Promoter:Sr. No.

Shareholder’s Name

Shareholding at the beginning of the year

Shareholding at the end of the year % change in shareholding

during the year

No. of Shares

% of total Shares of the

Company

%of Shares Pledged /

encumbered to total Shares

No. of Shares


Company

%of Shares Pledged /

encumbered to total Shares

1. Majestic Market Research Support Services Limited

41,75,000 41.64 2003087 41,75,000 41.64 1460363 -

2. Mr. Rajendra Kumar Sharma

18,28,990 18.24 38,000 18,28,990 18.24 38,000 -

3. Mr. Sarang Panchal 30,002 0.30 0 30,002 0.30 0 -

Total 60,33,992 60.18 2041087 60,33,992 60.18 1498363 -

B) Change in Promoters Shareholding:

There is no change in Promoters Shareholding during the year under review.




D) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year (01-04-

18)

Increase/ Decrease in

No. of shares

Cumulative Shareholding during the year (01-04-18 to

31-03-19)Sr. No

Name Number of Shares

% of total shares of the

company

Number of Shares


Company1 ANS Private Limited

At the beginning of the year

1200 0.01

Increase In Shareholding during the year (Buying of Shares)

229200 229200 2.30

Decrease In Shareholding during the year (Selling of Shares)At the end of the year 230400 2.30

2 Anita AroraAt the beginning of the year

1200 0.01


159200 159200 1.59

Decrease In Shareholding during the year (Selling of Shares)

0 0 0

At the end of the year 0 160400 1.603 SANKARANARAYANAN

SANGAMESWARANAt the beginning of the year

136650 1.36


0 0 0


0 0 0

At the end of the year 0 136650 1.36

4 KUSHAL JAYESH KHANDWALAAt the beginning of the year

111600 1.11




Statutory Reports



18)


No. of shares


31-03-19)Sr. No



company

Number of Shares


CompanyDecrease In Shareholding during the year (Selling of Shares)

600 600 0

At the end of the year 0 111000 1.115 DEBASHISH NEOGI


0 0


103200 103200 1.03

Decrease In Shareholding during the year (Selling of Shares)At the end of the year 0 0 103200 103200 1.03

6 ANIRUDH MOHTA


103209 1.03


-


15009 15009 0.15

At the end of the year 88200 88200 0.887 SOURABH SONI


0 0


86400 86400 0.86


0 0

At the end of the year 0 0 86400 86400 0.86 8 SANJAY POPATLAL

JAIN At the beginning of the year

113400 1.13







18)


No. of shares


31-03-19)Sr. No



company

Number of Shares


CompanyDecrease In Shareholding during the year (Selling of Shares)

42000 42000 0.42

At the end of the year 71400 71400 0.719 AMIT ARORA


63200 0.63


-


3800 3800 0.04

At the end of the year 59400 52,800 0.5910 RAJESH KANJI SHAH


0 0


59400 59400 0.59

Decrease In Shareholding during the year (Selling of Shares)At the end of the year 59400 59400 0.59

E) Shareholding of Directors and Key Managerial Personnel:Sr. No.

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Increase/ Decrease in No.

of shares

Cumulative Shareholding during the Year

No. of Shares


Company

No. of Shares


Company

1. RAJENDRA KUMAR SHARMA

(Chairman and Whole-Time Director )At the beginning of the year -01.04.2018 18,28,990 18.24 0 18,28,990 18.24At the end of the year -31.03.2019 18,28,990 18.24 0 18,28,990 18.24

2. SARANG PANCHAL

(Managing Director )At the beginning of the year -01.04.2018 30,000 0.30 0 30,002 0.30At the end of the year -31.03.2019 30,002 0.30 0 30,002 0.30



Statutory Reports

V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(Rs. in Lakhs)

Particulars Secured Loans excluding deposits

Unsecured

Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial yeari) Principal Amount 849.35 304.94 - 1154.29ii) Interest due but not paid - - -iii) Interest accrued but not due - - -Total (i+ii+iii) 849.35 304.94 - 1154.29Change in Indebtedness during the financial year* Addition - - - -* Reduction (10.82) (105.92) - (116.74)Net Change (10.82) (105.92) - (116.74)Indebtedness at the end of the financial year

i) Principal Amount 838.53 199.02 - 1,037.55ii) Interest due but not paid - - - -iii) Interest accrued but not due - - - -Total (i+ii+iii) 838.53 199.02 - 1,037.55




VI. REMUNERATIONOF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(Rs. in Lakhs)Sr. No.

Particulars of Remuneration Name of WTD Total AmountMr. Rajendra Kumar

Sharma (Whole Time Director and Chief Financial Officer)

Mr. Sarang Panchal

(Managing Director)

1 Gross salarySalary as per provisions contained in section 17(1) of the Income-tax Act, 1961

15.00 55.20 70.20

Value of perquisites u/s 17(2) Income-tax Act,1961

0 0 0

Profits in lieu of salary under section 17(3) Income- tax Act, 1961

0 0 0

2 Stock Option 0 0 03 Sweat Equity 0 0 04 Commission

- as % of profit - others, specify…

0 0 0

5 Others, please specify 0 0 0

Total (A) 15.00 55.20 70.20

Ceiling as per the Act 84.00

B. Remuneration to other Directors:

(Rs. in Lakhs)Sr. No.

Particulars of Remuneration Name of Directors Total Amount Mr. Rupesh

BhujbalMs. Ritu Gupta

Mr. Rajesh Oberoi

1 Independent DirectorsFee for attending Board Committee Meetings

0 0 0 0.20 0.20

Commission 0 0 0 0 0Others, please specify 0 0 0 0 0Total (1) 0 0 0 0.20 0.20

2 Other Non-Executive DirectorsFee for attending Board Committee Meetings

0 0 0 0 0

Commission 0 0 0 0 0Others, please specify 0 0 0 0 0

Total (2) 0 0 0 0 0 Total (B)=(1+2) 0 0 0 0 0 Total Managerial Remuneration 0 0 0 0.20 0.20



Statutory Reports

C. Remuneration to Key Managerial Personnel Other than MD/MANAGER/WTD

(Rs. in Lakhs)Sr. No. Particulars of Remuneration Key Managerial Personnel

Company Secretary Total1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

4.35 4.35

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0 0(c) Profits in lieu of salary under section 17(3) Income-tax

Act, 19610 0

2 Stock Option 0 03 Sweat Equity 0 04 Commission 0 0

- as % of profit 0 0others, specify… 0 0

5 Others, please specify 0 0Total 4.35 4.35

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:Type Section of the

Companies ActBrief

DescriptionDetails of Penalty

/ Punishment/ Compounding fees imposed

Authority [RD / NCLT/

COURT]

Appeal made, if any (give

Details)

A. COMPANYPenalty 0 0 0 0 0

Punishment 0 0 0 0 0

Compounding 0 0 0 0 0B. DIRECTORSPenalty 0 0 0 0 0Punishment 0 0 0 0 0Compounding 0 0 0 0 0C. OTHER OFFICERS IN DEFAULTPenalty 0 0 0 0 0Punishment 0 0 0 0 0Compounding 0 0 0 0 0


SarangPanchal Managing Director

(DIN: 00046744)





Annexure D to Board’s Report

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members of

MAJESTIC RESEARCH SERVICES AND SOLUTIONS LIMITED

CIN: L72200KA2012PLC063818.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MAJESTIC RESEARCH SERVICES AND SOLUTIONS LIMITED bearing CIN: L72200KA2012PLC063818 (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the for the year ended March 31, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the year ended March 31, 2019 according to the provisions of:

i. The Companies Act, 2013 (the “Act”) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 (‘FEMA’) and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment; the Company has not accepted External Commercial Borrowing (ECB), hence ECB guidelines is not applicable to the Company;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992:

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Registrars to anIssue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; and

e. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;



Statutory Reports

(vi) The Company is engaged in the business of market research and hence there are no specific laws applicable to the industry to which the Company belongs, as per the view of the management.

Further, following laws were not applicable to the Company during the Audit period;

a. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

b. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

c. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

d. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

Further, I report that I have also examined compliance with the applicable clauses of the following:

I. Secretarial Standards 1 and 2 issued by The Institute of Company Secretaries of India.

II. The Listing Agreement entered into by the Company with the BSE Limited. Hence, compliance of clauses of Listing Obligations and Disclosure Requirements is applicable to the Company.

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, standards, etc. as mentioned above.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice was given to all directors at least seven days in advance to schedule the Board Meetings. Agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Decisions at the Board Meetings, as represented by the management, were taken unanimously.

I further report that as represented by the Company and relied upon by me that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period the company had following events which had bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.:

1. Ms. Kajal Sudani, Company Secretary & Compliance Officer of the Company has resigned with effect from 17th January, 2019 and in her place Company had appointed Mr. Manish Baid with effect from 10th May, 2019.

2. The Company has not constituted Committee under section 135 of Companies Act, 2013 and not complied with the provisions of Corporate Social Responsibility even though the Company has net profits more than Rs. 5 Crores.3. Company has not filed e-form MGT-14 for appointment of Secretarial Auditor of the Company.

This Report is to be read with our letter of even date which is annexed as Annexure A which forms an integral part of this report.

Date : August 26, 2019 For Anil Hingad & Co.

Place : Thane Company Secretaries CS Anil Hingad Proprietor Membership No.: A35849

COP No.: 13801




Annexure A

To,

The Members of

MAJESTIC RESEARCH SERVICES AND SOLUTIONS LIMITED

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records.

3. The Verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

4. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

5. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

7. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Date : August 26, 2019 For Anil Hingad & Co.Place : Thane Company Secretaries CS Anil Hingad Proprietor

Membership No.: A35849COP No.: 13801



Statutory Reports

“Annexure E to Board’s Report”

DETAILS OF THE REMUNERATION OF DIRECTORS, KMP’S AND EMPLOYEES

{Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.}

1) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the Financial Year 2018-19, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2018-19 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the Performance of the Company are as under:

Sr. No

Name of Director / KMP and Designation

Remuneration of Director/ KMP for FY 2018-19 (Rs

in Lakhs)

% Increase in Remuneration in the FY 2018-19

Ratio of Remuneration of each Director to

median remuneration if employees

Comparison of the Remuneration of the KMP against Performance of the Company

1 Mr. Sarang Panchal (Managing Director and Chief Executive Officer)

55.20 - 13.61:1 Profit Before Exceptional

items and Tax decreased by (5.47%) and

Profit After Tax decreased by

(5.10%).

2 Mr. Rajendra Kumar Sharma (Chairman and Chief Financial Officer)

15.00 - 3.70:1

3 Ms. Kajal Sudani (Company Secretary and Compliance Officer)

4.35* 7.41 1.07:1

* Ms. Kajal Sudani, Company Secretary & Compliance Officer of the company has resigned with effect from 17th January, 2019.

2) The median remuneration of employees of the Company during the Financial Year was Rs. 4.06 Lakhs. In the FY 2018-19, the median remuneration of employees was 10.81% higher compared to previous year.

3) There were 10 permanent employees on the Payroll of the Company as on 31 March 2019.

4) The explanation on the relationship between average increase in Remuneration and Company performance:

The median remuneration has not increased in line with increase in profits mainly on account of improved productivity achieved through judicious spend on manpower including recruitments and promoting a performance based culture.

5) (a) Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year.

Particulars As on 31-03-2019 As on 31-03-2018 VariationMarket Capitalization (Rs in Lakhs) 3,724.66 21,320.29 (17,595.63) / (82.53%)P/E Ratio 3.58 15.62 (12.04) / (77.07%)

b) Percentage increase over/decrease in the market quotation of the shares of the company in comparison to the rate at which the company came out with last public offer.

Sr. No. Particulars Value1 Market Price as on 31/03/2019 Rs. 37.15 2 Rate at which equity shares were offered to public at Further Public Issue

(FPO) – (Adjusted Rate after consideration of Bonus Issue.) Rs. 57.00

3 Increase / Decrease (in %) (34.82%) Average percentage increase already made in the salaries of employees other than the Managerial Personnel in the last

Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration:

There is no average percentage increase made in the salaries of employees other than the managerial Personnel except variable pay of employees which is linked with performance of company. Whereas the total Managerial Remuneration for the same period was increased by 0.4% and there were no exceptional circumstances for increase in the Managerial Remuneration.




7. Comparison of Remuneration of the Key Managerial Personnel(s) against the Performance of the Company:

Comparison of Remuneration of the Key Managerial Personnel(s) against the Performance of the Company:

Name of KMP’s Designation % of Revenue % of PBTSarang Panchal Managing Director and Chief

Executive Officer0.98 3.76

Rajendra Kumar Sharma Chairman and Chief Financial Officer

0.27 1.02

Kajal Sudani Company Secretary and Compliance Officer

0.08 0.30

As the Company is in its growing stage so the KMP’s are drawing less remuneration compared with the performance of company and industry trend. The Total Remuneration of Key Managerial Personnel increased by 0.4% from Rs. 74.25 Lakhs in 2017-18 to Rs. 74.55 Lakhs in 2018-19 whereas the Profit before Exceptional Items and Tax decreased by 5.47% from Rs. 1,551.61 Lakhs in 2017-18 to Rs. 1,466.72 Lakhs in 2018-19.

8) The key parameters for any variable component of Remuneration availed by the Directors are considered by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee as per the Remuneration Policy of the Company.

9) The Ratio of the Remuneration of the highest paid Director to that of the Employees who are not Directors but receive Remuneration in excess of the highest paid Director during the year: There are no such cases wherein any employee received Remuneration in excess of the highest paid Director.

10) Affirmation that the Remuneration is as per the Remuneration Policy of the Company:

It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of the Company.



DIN: 00046744




Statutory Reports

To the Members of,


1. Report on the Indian Accounting Standards Financial Statements

We have audited the accompanying financial statements of Majestic Research Services and Solutions Limited which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss, the Cash Flow Statement for the year ended and the Statement of Changes in Equity for the year ended then and a summary of significant accounting policies and other explanatory information.

2. Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in the section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, cash flows of the Company and the Statement of Changes in Equity for the year ended then in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

INDEPENDENT AUDITORS’ REPORT

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation of the financial statements that give true and fair view in order to design audit procedure that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentations of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

4. Key audit matters:

Key Audit matters (‘KAM’) are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the




Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“ ”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

6. Report on Other Legal and Regulatory Requirements

i. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of section (11) of section 143 of the Companies Act,2013 we give in the “Annexure-A” a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

ii. As required by section 143(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015 as amended.

e. On the basis of written representations received from the directors as on March 31, 2019, and taken on record by the Board of Directors, none of the directors is disqualified as on March31, 2019, from being appointed as a director in terms of section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and accordance to the explanation given to us:

i. The company does not have any pending litigations which would impact its financial position.

ii. The company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For, S. D. Mehta & Co.Chartered Accountants

(Registration No. 137193W)

Dharit MehtaPartner

Membership No.: 157873

AhmedabadDate: 29thMay, 2019



Statutory Reports

ANNEXURE-A TO INDEPENDENT AUDITORS’ REPORTReferred to in Paragraph 5(i) under the heading of “Report on Other Legal and

Regulatory Requirements” of our report of even date.

1. In respect of Property, Plant & Equipment:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of its Property, Plant & Equipment.

b. All the Property, Plant & Equipment of the Company have been physically verified by the management at reasonable period during the year and no material discrepancies have been noticed on such verification.

c. Title Deeds of immovable properties are held in the name of company.

2. In respect of Inventories

The company being engaged in the business of providing services of research and analysis, the para of inventories is not applicable to the company.

3. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

4. The company has not given guarantees or provided security requiring compliance under section 185 or 186 of the act.

5. During the year, the company has not accepted any deposits from public.

6. According to the information and explanations provided by the management, the company is not engaged in production of goods or provision of any such services for which the central government has prescribed particulars relating to utilization of materiel or labour or other items of cost. Hence the provisions of section 148(1) of the companies’ act 2013 do not apply to the company. Hence in our opinion no comments on maintenance of records are required.

7. In respect of Statutory Dues:

a. According to the information and explanations given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value added tax, cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, there were no outstanding statutory dues as on March 31, 2019 for a period of more than six months from the date they became payable, except for the following:

Name of Statute Nature of dues Amount (Rs.) Accounting Period to which the amount relates

Income tax Act, 1961 Income-tax 171.82 Lacs F.Y. 2016-17Income tax Act, 1961 Income-tax 412.38 Lacs F.Y. 2017-18Goods & Services Act, 2017 Goods & Services Tax 49.22 Lacs F.Y. 2017-18

b. According to the information and explanations given to us, there is no amount payable in respect of Goods and Service Tax which have not been deposited on account of any disputes

8. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has no defaulted in repayment of dues to a financial institution, bank or debenture holder as under as detailed below.

9. According to the information and explanations received by us, the company has not raised any funds through IPO / FPO during the year under consideration.

10. In our opinion and on the basis of information and explanations given to us, there is no outstanding term loan.

11. To the best of our knowledge and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

12. The managerial remuneration has been paid and provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V of the companies act, 2013.

13. The company is not a Nidhi company. As such The Nidhi rules, 2014 are not applicable.

14. All transactions with the related parties are in compliance with the sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the financial statements as required by applicable accounting standards.

15. The company has not made any preferential allotment or Private placement of shares of fully or partly convertible debentures during the year under review.

16. The company has not entered into any non-cash transactions with directors or persons connected with it.

17. The company is not required to be registered u/s. 45-IA of the Reserve Bank of India Act, 1934.



Dharit MehtaPartner


AhmedabadDate: 29th May, 2019




ANNEXURE-B TO INDEPENDENT AUDITORS’ REPORTReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Majestic Research Services and Solutions Limited (“the Company”) as of 31stMarch, 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their

operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal



Statutory Reports

financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31stMarch 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.


Firm’s Registration Number: 137193W

_________________Dharit Mehta

PartnerMembership Number: 157873

AhmedabadDate: 29th May, 2019




BALANCE SHEET AS AT 31ST MARCH 2019 (Rs In Lakhs)

Particulars Note No.

As at 31st March 2019


I. EQUITY AND LIABILITIES (1) Shareholder's Funds (a) Share Capital 2 1,002.60 1,002.60 (b) Reserves and Surplus 3 3,165.26 2,125.42

(2) Non-Current Liabilities (a) Long-term borrowings 6 633.68 730.95 (b) Deferred tax liabilities (net) 4 - - (c) Long-term provisions 5 14.59 11.06

(3) Current Liabilities (a) Short-term borrowings 6 202.05 198.07 (b) Trade payables 7 40.33 112.98 (c) Other current liabilities 8 702.82 538.53 (d) Short-term provisions 9 1,051.74 588.92

TOTAL 6,813.08 5,308.53II. ASSETS (1) Non-Current Assets (a) Fixed Assets 10 (i) Tangible assets 898.44 614.18 (ii) Intangible assets 451.75 - (b) Deferred tax assets (net) 4 72.56 12.70 (c) Non-current investments 11 309.41 309.41 (d) Long-term loans and advances 12 13.08 13.11 (e) Other non-current assets - -

(2) Current Assets (a) Inventories - - (b) Trade receivables 13 4,103.97 1,596.45 (c) Cash and cash equivalents 14 266.86 2,571.24 (d) Short-term loans and advances 15 646.99 144.97 (e) Other current assets 16 50.02 46.48 TOTAL 6,813.08 5,308.53Significant Accounting PoliciesThe accompanying notes form an integral part of financial statements.As per our report of even date

FOR S D MEHTA & CO For and on behalf of the Board CHARTERED ACCOUNTANTS(FRN NO. 137193W)

CA Dharit Mehta Manish Baid Manish Baid Rajendra Sharma Partner (Company Secretary) (Company Secretary) (Whole Time Director) M No-157873 M.No. A43699 M.No. A43699 DIN: 06879460

Mumbai, 29th May 2019



Statutory Reports

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2019 (Rs In Lakhs Except Per Share Data)


2018-19 2017-18

INCOMERevenue from operations 17 5,632.03 4,620.28Other Income 18 4.60 16.12Total Revenue 5,636.64 4,636.40

EXPENDITUREDirect Expenses 19 3,119.08 2,364.17Employee Benefits Expenses 20 333.32 307.73Financial Costs 21 139.27 91.27

Depreciation and Amortization Expense 10 443.71 90.57

Other Expenses 22 134.52 231.06

Total Expenses 4,169.91 3,084.78

Profit before tax 1,466.72 1,551.62

Tax expense: 23(1) Current tax (486.74) (454.65)(2) Deferred tax 59.86 (1.28)

Profit/(Loss) for the period 1,039.84 1,095.69

EPS (face value of Rs.10/- each) Basic and Diluted (Rs) 24 10.37 10.95Significant Accounting Policies 1The accompanying notes form an integral part of financial statements.

As per our report of even date







CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2019(Rs In Lakhs)

Particulars March 31,2019 March 31,2018Cash flow from operating activities:Net Profit before tax as per Profit And Loss A/c 1,466.72 1,551.62Adjusted for: Depreciation & Amortisation 443.71 90.57 Interest & Finance Cost 139.27 91.27 Interest Received (4.60) (5.02) Share Issue Expenses W/off - - Provision for Gratuity 11.52 4.92Operating Profit Before Working Capital Changes 2,056.62 1,733.36Adjusted for (Increase)/ Decrease:Trade Receivables (2,507.52) (567.08)Loans and advances and other assets (540.98) - 79.11Increase / (Decrease) in Trade & Other Payables 95.18 413.78Cash Generated From Operations (896.70) 1,500.94Direct Tax Paid - (50.20)Net Cash Flow from/(used in) Operating Activities: (A) (896.70) 1,450.74

Cash Flow From Investing Activities:Purchase of Fixed Assets (1,179.72) (641.89)Investement in Subsidary - (308.41)Interest Received 4.60 5.02Loan to Subsidiary - (0.29)Loan to Others - -Net Cash Flow from/(used in) Investing Activities: (B) (1,175.12) (945.57)

Cash Flow from Financing Activities:Proceeds From Share Capital & Share Premium - 75.00Share Issue Expenses (Refer Note 31) - (1.50)Proceeds from Short-term borrowings 3.98 165.33Proceeds from Long-term borrowings - 730.95Dividend Paid incl tax thereon - - 60.16Repayment of Long-term borrowings (97.27) 0.00Interest & Financial Charges (139.27) (91.27)Net Cash Flow from/(used in) Financing Activities ( C) (232.56) 818.36

Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) (2,304.38) 1,323.54Cash & Cash Equivalents As At Beginning of the Year 2,571.24 1,247.70Cash & Cash Equivalents As At End of the Year 266.86 2,571.24

Notes:-1) The above cash flow statement has been prepared under the indirect method set out in Accounting standard on cash flow

statement (AS-3) as notified under the companies Act, 1956, read with section 133 of the Companies Act, 2013 and Rule 7 of the companies Act, (Accounts) Rules 2014.

2) Figures for the previous year have been regrouped / reclassified, wherever considered necessary.

The accompanying notes form an integral part of financial statements.As per our report of even date






Statutory Reports

NOTES FORMING PART OF THE FINANCIAL STATEMENTSCORPORATE INFORMATION

Majestic Research Services & Solutions Limited (formerly known as Majestic Research Services & Solutions Private Limited), incorporated under the Companies Act, 1956 and the company is the first Indian Market Research Company listed on BSE SME Platform. The Company is engaged in providing market research services. The company offers a wide range of qualitative and quantitative research services.

NOTE 1: SIGNIFICANT ACCOUNTING POLICIES

A. Basis of preparation of Financial Statements:

i. These financial statements are prepared in accordance with Generally Accepted Accounting Principles in India (GAAP) under historical cost convention on the accrual basis. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (‘Act’) read with Rule 7 of the Companies (Accounts) Rules, 2014, and the relevant provisions of the Companies Act, 2013 (“the 2013 Act”) / Companies Act, 1956 (“the 1956 Act”), as applicable.

ii. The financial statements are prepared under the historical cost convention and on the accounting principles of going concern. The Company follows the accrual system of accounting where income & expenditure are recognized on accrual basis.

B. Use of Estimates:

The preparation of financial statements requires management to make estimates and assumptions that affect amounts in the financial statements and reported notes thereto. Actual results could differ from these estimates. Differences between the actual result and estimates are recognized in periods in which the results are known/ materialised.

C. Fixed Assets and Intangible Asset:

Fixed assets are stated at cost of acquisition or construction less accumulated depreciation and impairment loss, if any. The cost of an asset comprises of its purchase price (net of Cenvat / duty credits availed wherever applicable) and any directly attributable cost of bringing the assets to working condition for its intended use. Expenditure on additions, improvements and renewals is capitalized and expenditure for maintenance and repairs is charged to profit and loss account. Fixed Assets individually costing Rupees Five thousand or less are depreciated at 100% over a period of one Year. Intangible asset are stated at acquisition cost less accumulated amortisation.

D. Depreciation and Amortisation:

The Company has provided for depreciation on fixed assets using written down value (WDV) over the useful life of the assets as prescribed in Schedule II to the companies Act, 2013 except the following items where useful lives estimated by the management based on internal technical assessment differ from those provided in Schedule II to the Companies Act, 2013.

i) Computer Software:- Six Years

ii) Eye Tracking (Classified under Plant & Equipments):- Five Years

E. Valuation of Inventories:

There are no inventories as the company is into service sector.

F. Foreign Currency Transactions

Initial Recognition: Transactions denominated in foreign currencies are recorded at the exchange rates prevailing on the date of the transaction.

Conversion: At the year end, monetary items denominated in foreign currencies other than those covered by forward contracts are converted into rupee equivalents at the year-end exchange rates.

Exchange Differences: All exchange differences arising on settlement/conversion of foreign currency transactions are recognized in the statement of profit and loss.




G. Revenue Recognition:

Revenue is primarily derived from market research and related services. Revenue is recognized on completion of service to be rendered to the customer. Revenue from partly complete contracts is recognized on percentage of completion method except when there is uncertainty as to measurement or ultimate collectability then revenue recognition is postponed until such uncertainty is resolved. In some of the instances, the company has provided concession on sales invoices, where the services of the clients have been utilized for the purpose of performing action as a part of service to be provided to the client.

H. Earnings Per Share

Basic earning per share is computed by dividing the net profit after tax for the year after prior period adjustments attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

I. Taxation & Deferred Tax

Provision for Current Tax is made in accordance with the provision of Income Tax Act, 1961. Deferred tax is recognized on timing differences between taxable & accounting income / expenditure that originates in one period and are capable of reversal in one or more subsequent period(s).

J. Contingent Liabilities / Provisions

Contingent liabilities are not provided in the accounts and are disclosed separately if applicable in notes to accounts.

K. Impairment Of Assets

The company assesses at each balance sheet date whether there is any indication due to external factors that an asset or group of assets comprising a cash generating unit (CGU) may be impaired. If any such indication exists, the company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the CGU, to which the asset belongs is less than the carrying amount of the asset or the CGU as the case may be, the carrying amount is reduced to its recoverable amount and the reduction is treated as impairment loss and is recognized in the statement of profit and loss. If at any subsequent balance sheet date, there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is re assessed and the asset is reflected at recoverable amount subject to a maximum of depreciated historical cost and is accordingly reversed in the statement of profit and loss.

L. Investments

Long term investments are valued at cost with an appropriate provision for permanent diminution in value, if any. Investment that is readily realizable and is intended to be held for not more than one year is valued at lower of cost or realizable value.

M. Share Issue Expenditure

Share Issue Expenses incurred by the company in connection with IPO & FPO was Rs 45.16 Lakhs & Rs. 90.00 Lakhs respectively. Out of which share issue expenses of Rs 30.80 Lakhs in connection with IPO have been adjusted towards the securities premium received on account of IPO and balance shares issue expenses including of FPO have been adjusted towards the securities premium received on account of FPO.

N. Employee Benefits

a) Short-term Employee Benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages and bonus etc., are recognized in the Statement of Profit & Loss in the period in which the employee renders the related services.



Statutory Reports

(b) Long-term Employee Benefits

(i) Defined Contribution Plan

The Company deposits the contributions for provident fund to the appropriate Government authorities and these contributions are recognized in the Statement of Profit and Loss in the financial year to which they relate.

(ii) Defined Benefit Plan

The Company’s gratuity scheme is a defined benefit plan. The present value of The obligation under such defined plan is determined based on actuarial valuation carried by an independent actuary, using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final Obligation. The obligation is wholly unfunded and same is measured at the present value of the estimated future cash flow. Actuarial gains and losses are recognized immediately in the Statement of Profit and Loss.




NOTES TO THE FINANCIAL STATEMENTSNote : 2 Share Capital (Rs In Lakhs)Particulars As at

31st March 2019 As at

31st March 2018

Equity Share CapitalAuthorised Share Capital15,000,000 (15,000,000) Equity Share of Rs.10/- Each. 1,500.00 1,500.00

1,500.00 1,500.00Issued, Subscribed and Fully Paid Up Share Capital10,026,000 (10,026,000) Equity Share of Rs.10/- each 1,002.60 1,002.60Issued, subscribed and fully paidTOTAL 1,002.60 1,002.60

a) Reconciliation of number of shares outstanding at the end of yearParticulars As at


31st March 2018Equity shares at the beginning of the year 10,026,000 4,998,000

Add: Shares issued during the year (Refer Note 31) - 30,000

Add: Bonus Shares issued during the year - 4,998,000

Equity Shares at the end of the year 10,026,000 10,026,000

The Company has issued only one class of Equity Shares having a Par Value of Rs 10/- each. Each holder of equity shares is entitled to one vote per share.

During the financial Year 2017-18, the company has alloted 49,98,000 Equity Shares of Rs 10/- each fully paid up as Bonus Shares in the ratio of 1:1 (i.e one Bonus shares for every share held).

b) Details of shareholders holding more than 5% shares of the aggregate shares in the companyName of shareholder As at 31 March, 2019 As at 31 March, 2018

No. of Shares

Percentage No. of Shares

Percentage

Majestic Market Research Support Services Limited 4,175,000 41.64% 4,175,000 41.64%Rajendra Kumar Sharma 1,828,990 18.24% 1,828,990 18.24%

Note : 3 Reserve and Surplus (Rs In Lakhs)Particulars At at

31st March, 2019 At at

31st March, 20181) Surplus in the Statement of Profit and LossAs Per Last Balance Sheet 1,756.72 721.19Add: Profit for the year ended 1,039.84 1,095.69Less: Interim Dividend Paid & Dividend Distribution tax thereon - 60.16Closing Balance 2,796.56 1,756.722) Securities Premium AccountAs Per Last Balance Sheet 368.70 798.00Add: Premium Received on issue of Equity Shares (Refer Notes 1 and 31) - 72.00



Statutory Reports

Note : 3 Reserve and Surplus (Rs In Lakhs)Particulars At at


31st March, 2018Less: Utilised for issuance of Bonus Shares - 499.80Less: Issue Expenses on Issuance of Shares - 1.50Closing Balance 368.70 368.70TOTAL 3,165.26 2,125.42

Note : 4 Deferred Tax Liabilities /(Assets) (Rs In Lakhs)Particulars At at


31st March, 2018Deferred Tax Liability Related to difference between book balance and tax balance - - of Fixed Assets and Expenses

Deferred Tax (Assets) Related to difference between book balance and tax balance (72.56) (12.70) of Fixed Assets and ExpensesTOTAL (72.56) (12.70)

Note : 5 Long-term Provisions (Rs In Lakhs)Particulars At at


31st March, 2018Provision for Gratuity 14.59 11.06

TOTAL 14.59 11.06

Note : 6 Borrowings (Rs In Lakhs)Particulars At at


31st March, 2018A) Long Term BorrowingsSecuredTerm LoanFrom Bank for Purchase of Property 369.22 368.00(Loan Sanctioned- INR 425 Lakhs , Term- 96 Months with 12months moratorium, Interest Rate- 10.50% P.a)

From EXIM Bank for refinance of acquisition cost 182.14 228.00(Against FD/ Margin Money of Rs 50 Lakhs , Pledge of Sharesby Promoters & Corporate Guarantee of Promoter- MMRSSL)(Loan Sanctioned- USD 3,83,000, Term- 5 Yrs with 12 monthsmoratorium, Interest Rate- USD LIBOR (6m) plus 450 bps p.a




Note : 6 Borrowings (Rs In Lakhs)Particulars At at


31st March, 2018Payable Quarterly)Unsecured (Refer Note 32)From Banks & NBFC's 82.32 134.95From Body Corporates - -Total (A) 633.68 730.95

B) Short Term BorrowingsSecuredLoan Repayable on DemandCash Credit Facility From Bank* 202.05 198.07*(Secured by Charge On Entire Current Assets of the Company)UnsecuredFrom Banks - -From Body Corporates - -Total (B) 202.05 198.07TOTAL (A+B) 835.73 929.02

Note: 7 Trade Payables (Rs In Lakhs)Particulars At at


31st March, 2018Due to Micro, Small and Medium Enterprises - -Others 40.33 112.98TOTAL 40.33 112.98

Note: 8 Other Current Liabilities (Rs In Lakhs)Particulars At at


31st March, 2018Creditors for Expenses 11.49 10.98Payable to Market Probe INC. for acquisition of Subsidiary Co. 198.72 198.72Provision for Salary 125.74 22.30Current Maturities of Long term Debt / Loans 201.82 225.27Statutory Dues 165.05 81.25TOTAL 702.82 538.53

Note : 9 Short-term Provisions (Rs In Lakhs)Particulars At at


31st March, 2018Provision for Income Tax (Net of Advance Tax & TDS) 1,038.62 583.79Provision for Gratuity 13.11 5.13TOTAL 1,051.74 588.92



Statutory ReportsN

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Note : 11 Non Current Investments (Rs In Lakhs) Particulars At at


31st March, 2018Long Term Investement (Valued At Cost Unless Stated Otherwise)*(A) Trade Investement- (Unquoted) 1) Investement in Subsidaries Compnay a) 9,999 (Previous Year 9,999)Equity Shares of Rs 10/- each

fully paid 1.00 1.00

up of ATREVIDO RESEARCH AND CONSULTANTS PRIVATE LIMITED

b) 12,50,000 (Previous Year 12,50,000) Ordinary Shares of SGD 0.20/- each fully

paid up of MAJESTIC RESEARCH SERVICES ASIA PTE. LTD

308.41 308.41

c) (Previous Year 1) Ordinary Shares of SGD 1/- each fully paid up of MAJESTIC RESEARCH ASIA PACIFIC PTE. LTD

0.00 0.00TOTAL 309.41 309.41

Note : 12 Long Term Loans and Advances (Rs In Lakhs)Particulars At at


31st March, 2018Unsecured, Considered GoodSecurity Deposits 13.08 13.11Tender Fees - -TOTAL 13.08 13.11

Note : 13 Trade Receivables (Rs In Lakhs)Particulars At at


31st March, 2018Unsecured, Considered GoodLess than Six Months -Related Party (Refer Note 27) 108.10 24.41 -Others 917.89 1,521.79More than Six Months -Related Party (Refer Note 27) - - -Others 3,077.98 50.25TOTAL 4,103.97 1,596.45



Statutory Reports

Note : 14 Cash and Cash Equivalent (Rs In Lakhs)Particulars At at


31st March, 2018Cash in hand 0.99 1.96Balances with banks in current account (Refer Note 31) 265.87 2,569.28TOTAL 266.86 2,571.24

Note :15 Short Terms Loans and Advances (Rs In Lakhs)Particulars At at


31st March, 2018Unsecured, Considered GoodAdvance for Expenses 644.05 142.04Advance to Related Parties (Refer Notes 26 and 27) 2.93 2.93Advance to Others - -TOTAL 646.99 144.97

Note :16 Other Current Assets (Rs In Lakhs)Particulars At at


31st March, 2018Cenvat Credit 42.66 42.66Accured Interest on Fixed Deposit 7.36 3.82TOTAL 50.02 46.48

Note : 17 Revenue from Operations (Rs In Lakhs)Particulars 2018-19 2018-19Sales of Services 5,632.03 4,620.28

TOTAL 5,632.03 4,620.28

Note : 18 Other Income (Rs In Lakhs)Particulars 2018-19 2017-18Interest on Fixed Deposit 4.60 4.50Foreign Exchange Fluctuation Gain - 11.10Other Income - 0.52TOTAL 4.60 16.12

Note : 19 Direct Expenses (Rs In Lakhs)Particulars 2018-19 2017-18Project Expenses 3,119.08 2,364.17

TOTAL 3,119.08 2,364.17




Note : 20 Employee Benefits Expenses (Rs In Lakhs)Particulars 2018-19 2017-18Salaries, Wages and Bonus (Refer Note 27) 320.40 300.22Contribution to Provident Fund 1.20 0.91Staff Welfare Expenses 0.20 1.67Provision for Gratuity 11.52 4.92TOTAL 333.32 307.73

Note : 21 Financial Cost (Rs In Lakhs)Particulars 2018-19 2017-18Bank Charges 1.67 1.24Interest on Cash Credit facility 24.13 20.02Interest on Unsecured Loan 47.47 22.89Interest on Term Loan from EXIM 23.07 -Loan Processing Fees 0.47 7.49Interest on Property Term Loan 42.47 39.62Other Interest Expenses 0.00 -TOTAL 139.27 91.27

Note : 22 Other Expenses (Rs In Lakhs)Particulars 2018-19 2017-18Travelling & Conveyance 2.60 12.76Telephone Charges 3.68 3.43Printing & Stationery 2.40 3.14Office Expense 22.85 7.97Business Promotion & Advertisement Charges 8.66 8.92Legal & Professional Fees 44.84 76.67Auditors Remuneration (Refer Note 25) 1.50 1.80Rent 9.02 23.77Conference & Membership Fees 0.62 0.50Boarding & Lodging 0.08 0.59Repairs & Maintenance 2.98 0.29Misc. Expenses 0.75 1.95General & Board Meeting Expenses 4.65 2.39Electricity Charges 6.53 4.14Sitting Fees Paid to Directors (Refer Note 27) - 0.20Rates & Taxes 1.04 24.45Foreign Exchange Fluctuation 13.98 -Listing & Other Fees Paid to BSE 2.13 5.14Other Expenses 6.22 52.96TOTAL 134.52 231.06



Statutory Reports

Note : 23 Tax Expenses (Rs In Lakhs)Particulars 2018-19 2017-18Current TaxProvision For Income Tax 486.74 454.65Deferred Tax Liability / (Asset) Related to Depreciation and Other Expenses (59.86) 1.28

Note : 24 Earnings Per Share (Rs In Lakhs)Particulars 2018-19 2017-18Profit for the period attributable to Equity Shareholder 1,039.84 1,095.69No of weighted average equity shares outstanding during the year 100.26 50.06Add: Bonus Issue - 49.98Total No of Equity Shares outstanding during the year 100.26 100.04Nominal Value of Equity Share (In Rs) 10.00 10.00Basic and Diluted Earning Per Share (In Rs) 10.37 10.95

25. Auditors Remuneration includes:Particulars 2018-19 2017-18Statutory Audit Fees 1.00 1.15

Tax Audit Fees 0.50 0.65

26. Details of Related Parties and Key Management Personnel where transaction have taken place during the Year:

Description of Relationship Names of Related PartiesHolding Company / Parent Company

Majestic Market Research Support Services Limited

Wholly Owned Subsidiary Company

Majestic Research Services Asia Pte Limited (Earlier Known as Market Probe Asia Pacific Pte Ltd), Atrevido Research & Consultants Private Limited (Earlier Known as Emtee Research & Consultants Private Limited)

Key Management Personnel (KMP’s)

Sarang Panchal, Rajendra Kumar Sharma, Rajesh Oberoi, & Kajal Sudani* and Manish Baid*.

Enterprises in which KMP have significant influence.

M/s Smart Spaces.

*Ms. Kajal Sudani, Company Secretary & Compliance Officer of the company has resigned with effect from 17th January, 2019 and in her place Company had appointed Mr. Manish Baid with effect from 10th May, 2019.




27. Transactions with Related Parties (Rs In Lakhs)

Name Relationship Country Nature of Transaction

Holding as at 31-03-2019 (in %)

Amount of transaction in 2018-19

Holding as at 31-03-2018 (in %)


Emtee Research & Consultants Private Limited

Subsidiary India Investment 100 NIL 100 NIL

Majestic Research Services Asia Pte Limited

Subsidiary Singapore Investment 100 NIL 100 308.41

(Rs In Lakhs)Name Relationship Nature of

transactionAmount of transaction in 2018-19

Amount outstanding

as at 31-03-2019

(payable)/ receivable


Amount outstanding as at 31-03-

2018 (payable)/ receivable

Sarang Panchal

Managing Director

Remuneration 55.20 (21.50) 55.20 (3.50)

Reimbursement of Expenses*

1.28 1.08

Rajendra Sharma

Whole Time Director

Remuneration 15.00 (10.44) 15.00 (1.67)

Reimbursement of Expenses

- -

Majestic Market Research Support Services Ltd

Parent Company

Loan Given - 108.10 - 21.38

Loan Received 138.08 20.55

Loan Repayment

138.08 20.55

Sales 130.50 56.15

Kajal Sudani

Company Secretary Salary 4.35 (1.19) 4.05 (0.45)



Statutory Reports

(Rs In Lakhs)Name Relationship Nature of


Amount outstanding

as at 31-03-2019

(payable)/ receivable


Amount outstanding as at 31-03-

2018 (payable)/ receivable


Subsidiary

Sales 64.28 - 208.52 3.03

Rajesh Oberoi

Independent Director

Sitting Fees - - 0.20 -

Atrevido Research & Consultants Private Limited

Wholly Owned Subsidiary

Loan Given

-

2.93 0.29 2.93

Project Expenses - -

*Company has reimbursed expenses to Mr. Sarang Panchal as incurred by him on behalf of the company.

28. Segment information: The Company operates in one segment of business namely market research services. Hence business segment disclosure is not applicable and also majority of revenue has been derived from single geographical segment hence, same has not been furnished.

29 C.I.F. Value of imports, expenditure and earnings in foreign currencyParticulars Current Year

2018-19Previous Year

2017-18CIF value of imports

Raw material

Traded goods

-

-

-

-

TOTAL - -

B. Expenditure in Foreign Currency

Project Expenses 23.15 14.80C. Earnings in Foreign Currency

F.O.B. value of exports 4229.05 1957.71




30. Disclosure in respect of Jointly Controlled Entity (Joint Venture)

In compliance with Accounting Standard 27 on “Financial Reporting of interest in Joint Venture”, the group share of each of the assets, liabilities, incomes and expenses, etc. in respect of jointly controlled entity is as follow

Name of Joint Ventures Country of Incorporation

Proportion of Ownership Interest

Scent Analysis Majestic Private Limited* India 0%

Group Share of Interest in Joint Venture

(Rs In Lakhs)Particulars Current Year

2018-19Previous Year

2017-18Assets NA NALiabilities NA NAIncomes NA NAExpenses NA NACapital Commitments NA NAOther Commitments NA NA

*On 28th December, 2016, MRSS transferred its 50% stake and control in Scent Analysis Majestic Private Limited to Analysis the Scent International Gmbh and its nominee at cost and thus resulting into no profit/loss on transfer of investment.

31. During the Financial Year 2016-17, the company had raised Rs. 998.64 Lakhs through Further Public Issue (FPO) by way of further issue of 8,76,000 Equity Shares of face value of Rs 10/- each for cash at Rs 114/- per share (including share premium of Rs 104/- per share). The Purpose of the FPO and its actual utilisation as at 31st March, 2019 is mentioned as under.

(Rs in Lakhs)Particulars Proposed

UtilisationActual

Utilisation

Working Capital 470.00 470.00Purchase of New Corporate office 180.00 160.00Civil Work and Interior Expenses 80.00 80.00General Corporate Purpose 178.64 178.64Issue Expenses 90.00 90.00Total 998.64 978.64

Unutilised/Unspent Amount as at 31st March, 2019 is kept in Bank as below

Particulars Rs in LakhsFixed Deposit with Bank 25.00Total 25.00

Further during the FY 2017-18, the Company has issued and alloted 30,000 Equity Shares of Rs 10/- each on preferential basis to Mr. Sarang Panchal (Managing Director of the Co) at a Price of Rs 250/- per share (including share premium of Rs 240/- per share) and the proceeds from the preferential issue has been utilised for the object as stated in the explanatory statement to the Notice for the Annual General Meeting held on September 25, 2017.

There is no deviation/variation of FPO Proceeds and Preferential Procceds from the objects as stated above.



Statutory Reports

32. Details of Unsecured Loans taken from Banks & NBFC’s are mentioned as below Name of Lender Loan

Sanctioned (Rs in Lakhs)

EMI Pm (Rs in Lakhs)

Interest Rate (in %) P.a

Tenure (in months)

Loan O/s as at 31st March 2019 (Rs in Lakhs)

IndusInd Bank 35.00 1.27 18.50% 36 12.80Magma Fincorp 61.96 3.12 19.00% 24 28.68Aditya Birla 50.00 3.20 18.50% 18 18.22Tata Capital 45.00 2.25 18.00% 24 24.50Capital First Ltd 51.00 1.86 18.50% 36 35.72Bajaj Finance 35.63 0.58 19.50% 96 35.63IVL Finance Ltd 50.00 1.83 19.00% 36 36.36

33. Figures for the previous year have been regrouped / reclassified / reinstated, wherever considered necessary.As per our report of even date







INDEPENDENT AUDITORS’ REPORTTo the Members of,


1. Report on the Financial Statements

We have audited the accompanying Consolidated financial statements of Majestic Research Services and Solutions Limited which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss, the Cash Flow Statement for the year ended and the Statement of Changes in Equity for the year ended then and a summary of significant accounting policies and other explanatory information.

2. Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in the section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Consolidated financial statements that give a true and fair view of the financial position, financial performance, cash flows of the Company and the Statement of Changes in Equity for the year ended then in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the

Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation of the financial statements that give true and fair view in order to design audit procedure that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentations of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

4. Key audit matters:

Key Audit matters (‘KAM’) are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in conformity with the accounting principles generally



Statutory Reports

accepted in India, of the state of affairs of the Company as at March 31, 2019, and its profit/loss, (changes in equity) and its cash flows for the year ended on that date.

6. Report on Other Legal and Regulatory Requirements

i. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of section (11) of section 143 of the Companies Act,2013 we give in the “Annexure-A” a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

ii. As required by section 143(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014

e. On the basis of written representations received from the directors as on March 31, 2019, and taken on record by the

Board of Directors, none of the directors is disqualified as on March 31, 2019, from being appointed as a director in terms of section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and accordance to the explanation given to us:

I. The company has disclosed the impact of pending litigations on its financial position in its financial statements

II. The company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

III. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company to financial statements.

For,S. D. Mehta & Co.Chartered Accountants


Dharit MehtaPartner






ANNEXURE-A TO INDEPENDENT AUDITORS’ REPORTReferred to in Paragraph 5(i) under the heading of “Report on Other Legal and

Regulatory Requirements” of our report of even date.1. In respect of Property, Plant & Equipment:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of its Property, Plant & Equipment.

b. All the Property, Plant & Equipment of the Company have been physically verified by the management at reasonable period during the year and no material discrepancies have been noticed on such verification.

c. Title Deeds of immovable properties are held in the name of company.

2. In respect of Inventories:

The company being engaged in the business of providing services of research and analysis, the para of inventories is not applicable to the company.

3. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

4. The company has not given guarantees or provided security requiring compliance under section 185 or 186 of the act.

5. During the year, the company has not accepted any deposits from public.

6. According to the information and explanations provided by the management, the company is not engaged in production of goods or provision of any such services for which the central government has prescribed particulars relating to utilization of materiel or labour or other items of cost. Hence the provisions of section 148(1) of the companies’ act 2013 do not apply to the company. Hence in our opinion no comments on maintenance of records are required.

7. In respect of Statutory Dues:

a. According to the information and explanations given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value added tax, cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, there are no undisputed dues, payable in respect of above as at 31st March, 2019 for a period of more than six months from the date on which they became payable except for the following:

Name of Statute Nature of dues Amount (Rs.) Accounting Period to which the amount relatesIncome tax Act, 1961 Income-tax 171.82 Lacs F.Y. 2016-17Income tax Act, 1961 Income-tax 412.38 Lacs F.Y. 2017-18Goods & Services Act, 2017 Goods & Services Tax 49.22 Lacs F.Y. 2017-18

b. According to the information and explanations given to us, there is no amount payable in respect of Goods and Service Tax which have not been deposited on account of any disputes.

8. Based on our audit procedures and on the information and explanations given by the management , we are of the opinion that the company has no defaulted in repayment of dues to a financial institution, bank or debenture holder as under as detailed below.

9. According to the information and explanations received by us, the company has not raised any fund through IPO / FPO during the year under construction.

10. In our opinion and on the basis of information and explanations given to us, there is no outstanding term loan.

11. To the best of our knowledge and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

12. The managerial remuneration has been paid and provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V of the companies act, 2013.

13. The company is not a Nidhi company. As such The Nidhi rules, 2014 are not applicable.

14. All transactions with the related parties are in compliance with the sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the financial statements as required by applicable accounting standards.

15. The company has not made any preferential allotment or Private placement of shares of fully or partly convertible debentures during the year under review.

16. The company has not entered into any non-cash transactions with directors or persons connected with it.

17. The company is not required to be registered u/s. 45-IA of the Reserve Bank of India Act, 1934.



Dharit MehtaPartner





Statutory Reports

ANNEXURE-B TO INDEPENDENT AUDITORS’ REPORTReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of Majestic Research Services and Solutions Limited (“the Company”) as of 31stMarch, 2019 in conjunction with our audit of the Consolidated financial statements of the Company for the year ended on that date.Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.Auditors’ ResponsibilityOur responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the

Company’s internal financial controls system over financial reporting.Meaning of Internal Financial Controls over Financial ReportingA company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.Inherent Limitations of Internal Financial Controls over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.OpinionIn our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.


Firm’s Registration Number: 137193W

_________________Dharit Mehta

Ahmedabad PartnerDate: 29th May, 2019 Membership Number: 157873




CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2019 (Rs In Lakhs)




I. EQUITY AND LIABILITIES (1) Shareholder's Funds (a) Share Capital 3 1,002.60 1,002.60 (b) Reserves and Surplus 4 4,104.10 2,999.28

(2) Minority Interest - -

(3) Non-Current Liabilities (a) Long-term borrowings 7 633.68 730.95 (b) Deferred tax liabilities (net) 5 - - (c) Long-term provisions 6 14.59 11.06

(4) Current Liabilities (a) Short-term borrowings 7 202.05 198.07 (b) Trade payables 8 40.38 110.34 (c) Other current liabilities 9 856.51 588.78 (d) Short-term provisions 10 1,060.04 588.93

TOTAL 7,913.95 6,230.01II. ASSETS (1) Non-Current Assets (a) Fixed Assets 11 (i) Tangible assets 908.71 642.71 (ii) Intangible assets 455.49 4.21 (b) Goodwill on consolidation - - (c) Deferred tax assets (net) 5 72.56 12.70 (d) Non-current investments - - (e) Long-term loans and advances 13 54.90 13.61 (f) Other non-current assets 12 - -

(2) Current Assets (a) Inventories - - (b) Trade receivables 14 5,063.29 2,547.52 (c) Cash and cash equivalents 15 282.01 2,733.37 (d) Short-term loans and advances 16 1,026.29 142.04 (e) Other current assets 17 50.70 133.85TOTAL 7,913.95 6,230.01Significant Accounting Policies 1 & 2The accompanying notes form an integral part of financial statements.As per our report of even date






Statutory Reports

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2019


2018-19 2017-18

INCOMERevenue from operations 18 6,357.65 6,444.95Other Income 19 45.69 92.51 Total Revenue 6,403.34 6,537.47EXPENDITUREDirect Expenses 20 3,248.63 3,076.92Employee Benefits Expenses 21 695.28 947.31Financial Costs 22 139.94 91.95Depreciation and Amortization Expense 11 464.03 111.74Other Expenses 23 340.70 492.35Total Expenses 4,888.58 4,720.27Profit before tax 1,514.76 1,817.19Tax expense: 24 (1) Current Tax (494.94) (454.65) (2) Deferred tax 59.86 - 1.28Profit/(Loss) for the period 1,079.68 1,361.26Less: Adjustment for Minority Interest Share - -Profit/(Loss) after Minority Interest 1,079.68 1,361.26EPS (face value of Rs.10/- each) Basic and Diluted (Rs) 25 10.77 13.61Significant Accounting Policies 1 & 2The accompanying notes form an integral part of financial statements.As per our report of even date








CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2019

(Rs in Lakhs)Particulars March 31, 2019 March 31, 2018Cash flow from operating activities:Net Profit before tax as per Profit And Loss A/c 1,514.76 1,817.19Adjusted for:Depreciation & Amortisation 464.03 111.74Interest & Finance Cost 139.94 91.27Interest Received (4.60) (5.14)(Profit) / Loss on Sale of Fixed Assets - 0.30Provision for Gratuity 11.52 4.92Operating Profit Before Working Capital Changes 2,125.64 2,020.28Adjusted for (Increase)/ Decrease:Trade Receivables (2,515.77) (979.87)Loans and advances and other assets (845.85) - 166.19Increase / (Decrease) in Trade & Other Payables 197.77 296.37Cash Generated From Operations (1,038.21) 1,170.59Direct Tax Paid - (50.20)Net Cash Flow from/(used in) Operating Activities: (A) (1,038.21) 1,120.39Cash Flow From Investing Activities:Purchase of Fixed Assets (1,181.31) (673.75)Sales of Fixed Assets - 0.30Withdrawl of Fixed Deposit - 24.74Sale of Investement in Associate Company - -Investement in Subsidary - -Interest Received 4.60 5.14Loan to Subsidiary - -Loan to Others - -Net Cash Flow from/(used in) Investing Activities: (B) (1,176.70) (643.57)Cash Flow from Financing Activities:Proceeds From Share Capital & Share Premium - 75.00Share Issue Expenses - (1.50)Proceeds from Short-term borrowings 3.98 165.33Proceeds from Long-term borrowings - 730.95Dividend Paid incl tax thereon - (60.16)Repayment of Long-term borrowings (97.27) -Interest & Financial Charges (139.94) (91.27)Net Cash Flow from/(used in) Financing Activities ( C) (233.23) 818.36Effect of exchange differences on translation 25.14Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) (2,423.00) 1,295.18Cash & Cash Equivalents As At Beginning of the Year (Refer Note 2) 2,705.01 1,247.70Cash & Cash Equivalents As At End of the Year (Refer Note 2) 282.01 2,542.88

Notes:-1) The above cash flow statement has been prepared under the indirect method set out in Accounting standard on cash flow

statement (AS-3) as notified under the companies Act, 1956, read with section 133 of the Companies Act, 2013 and Rule 7 of the companies Act, (Accounts) Rules 2014.

2) Since, the company has acquired singapore company during the FY 2017-18 and presented consolidated balancesheet with singapore company for first time in FY 2017-18 with no comparatives figures of singapore company of FY 2016-17 thus the consolidated cash flow statement for the year ended 31st March, 2018 has been presented and reported till the line item of Net Cash and Cash Equivalents. However the singapore company had Bank Balance of SGD 10.04 Lakhs & SGD 3.26 Lakhs as cash and cash equivalents as at the beginning of the FY 2017-18 & FY 2018-19 respectively.

3) Figures for the previous year have been regrouped / reclassified, wherever considered necessary.

As per our report of even dateFOR S D MEHTA & CO For and on behalf of the Board CHARTERED ACCOUNTANTS(FRN NO. 137193W)





Statutory Reports

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND PRINCIPILES OF CONSOLIDATION

i. The consolidated financial statements relate to Majestic Research Services & Solutions Limited (“the Company”), its subsidiary companies, joint ventures and associates. The company and its subsidiaries constitute the group.

ii. These consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in India (GAAP) under historical cost convention on the accrual basis. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (‘Act’) read with Rule 7 of the Companies (Accounts) Rules, 2014, and the relevant provisions of the Companies Act, 2013 (“the 2013 Act”) / Companies Act, 1956 (“the 1956 Act”), as applicable.

iii. The Company follows the accrual system of accounting where income & expenditure are recognized on accrual basis.

iv. The financial statements of the subsidiary companies / joint ventures/ associates used in consolidation are audited and drawn upto same reporting date as of the company i.e. year ended 31st March, 2019.

v. The consolidated financial statements are prepared using uniform accounting policies for like transactions and events in similar circumstances and necessary adjustments required for deviations, if any to the extent possible, are made in the consolidated financial statement and are presented in the same manner as the company’s standalone financial statements.

vi. The financial statements of the Company and its subsidiary companies have been combined on a line-by-line basis by adding together like items of assets, liabilities, income and expenses. The intra-group balances and intra-group transactions and unrealised profits have been fully eliminated.

vii. The consolidated financial statements include the share of profit / loss of the associate companies which has been accounted as per the ‘Equity method’, and accordingly, the share of profit / loss of each of the associate companies (the loss being restricted to the cost of investment) has been added to / deducted from the cost of investments. An associate is an enterprise in which the investor has significant influence and which is neither a subsidiary nor a joint venture of the investor.

viii. The financial statements of the joint venture companies have been combined by using proportionate consolidation method and accordingly, venturer’s share of each of the assets, liabilities, income and expenses of jointly controlled entity is reported as separate line items in the Consolidated Financial Statements.

ix. The excess of cost to the Company of its investments in the subsidiary companies / joint ventures over its share of equity of the subsidiary companies / joint ventures, at the dates on which the investments in the subsidiary companies / joint ventures are made, is recognised as ‘Goodwill’ being an asset in the consolidated financial statements. Alternatively, where the share of equity in the subsidiary companies / joint ventures as on the date of investment is in excess of cost of investment of the Company, it is recognised as ‘Capital Reserve’ and shown under the head ‘Reserves and Surplus’, in the consolidated financial statements.

x. Minority Interest in subsidiaries represents the minority shareholders proportionate share of the net assets and net income.

xi. The figures pertaining to the subsidiaries have been recast / reclassified wherever necessary in order to bring them in line with parent company financial statements.

xii. The consolidated financial statements of the parent company and the subsidiaries (as listed in the table below). Subsidiaries are consolidated from the date on which effective control is acquired and are excluded from the date of transfer/disposal.




(a) List of Subsidiaries and the company’s effective holding thereon.

Sr. No

Name of the Entity Country of Incorporation

Effective ownership in % either directly or through subsidiaries

1 Atrevido Research and Consultants Private Limited (Earlier known as Emtee Research and Consultants Private Limited) (Previous Year - 100%)

India 100% (Directly)

2 Majestic Research Services Asia Pte Ltd (Earlier Known as Market Probe Asia Pacific Pte Ltd) (Previous Year – 100%)

Singapore 100% (Directly)

3 Majestic Research Asia Pacific Pte Ltd. (Previous Year – 100%)

Singapore 100% (Directly)

(b) List of Joint Venture / Jointly Controlled Entity - NIL

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

A. Use of Estimates:

The preparation of financial statements requires management to make estimates and assumptions that affect amounts in the financial statements and reported notes thereto. Actual results could differ from these estimates. Differences between the actual result and estimates are recognized in periods in which the results are known/ materialised.

B. Fixed Assets and Intangible Asset:

Fixed assets are stated at cost of acquisition or construction less accumulated depreciation and impairment loss, if any. The cost of an asset comprises of its purchase price (net of cenvat / duty credits availed wherever applicable) and any directly attributable cost of bringing the assets to working condition for its intended use. Expenditure on additions, improvements and renewals is capitalized and expenditure for maintenance and repairs is charged to profit and loss account. Fixed Assets individually costing Rupees Five thousand or less are depreciated at 100% over a period of one Year. Intangible asset are stated at acquisition cost less accumulated amortisation.

C. Depreciation and Amortisation:

In case of Parent Company (Majestic Research Services & Solutions Limited)

The Company has provided for depreciation on fixed assets using written down value (WDV) over the useful life of the assets as prescribed in Schedule II to the companies Act, 2013 except the following items where useful lives estimated by the management based on internal technical assessment differ from those provided in Schedule II to the Companies Act, 2013. Intangible assets are amortized over their estimated useful life on a straight line basis. Depreciation on asset acquired / sold during the year is provided on pro-rata basis with reference to the date of installation / put to use in the books or disposal.

i) Computer Software:- Six Years

ii) Eye Tracking (Classified under Plant & Equipments):- Five Years

In case of Subsidiary Companies

The Company has provided for depreciation on fixed assets using written down value (WDV) over the useful life of the assets as prescribed in Schedule II to the companies Act, 2013. Intangible assets consist of Android Application and the same is amortized over its estimated useful life of four years on a straight line basis. Depreciation and amortisation on asset acquired / sold during the year is provided on pro-rata basis with reference to the date of installation / put to use in the books or disposal.



Statutory Reports

D. Valuation of Inventories:

There are no inventories as the company is into service sector.

E. Foreign Currency Transactions

Initial Recognition: Transactions denominated in foreign currencies are recorded at the exchange rates prevailing on the date of the transaction.

Conversion: At the year end, monetary items denominated in foreign currencies other than those covered by forward contracts are converted into rupee equivalents at the year-end exchange rates.

Exchange Differences: All exchange differences arising on settlement/conversion of foreign currency transactions are recognized in the statement of profit and loss.

F. Revenue Recognition:

Revenue is primarily derived from market research and related services. Revenue is recognized on completion of service to be rendered to the customer. Revenue from partly complete contracts is recognized on percentage of completion method except when there is uncertainty as to measurement or ultimate collectability then revenue recognition is postponed until such uncertainty is resolved. In some of the instances, the company has provided concession on sales invoices, where the services of the clients have been utilized for the purpose of performing action as a part of service to be provided to the client.

G. Earnings Per Share

Basic earning per share is computed by dividing the net profit after tax for the year after prior period adjustments attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

H. Taxation & Deferred Tax

Provision for Current Tax is made in accordance with the provision of Income Tax Act, 1961. Deferred tax is recognized on timing differences between taxable & accounting income / expenditure that originates in one period and are capable of reversal in one or more subsequent period(s).

I. Contingent Liabilities / Provisions

Contingent liabilities are not provided in the accounts and are disclosed separately if applicable in notes to accounts.

J. Impairment Of Assets

The company assesses at each balance sheet date whether there is any indication due to external factors that an asset or group of assets comprising a cash generating unit (CGU) may be impaired. If any such indication exists, the company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the CGU, to which the asset belongs is less than the carrying amount of the asset or the CGU as the case may be, the carrying amount is reduced to its recoverable amount and the reduction is treated as impairment loss and is recognized in the statement of profit and loss. If at any subsequent balance sheet date, there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is re assessed and the asset is reflected at recoverable amount subject to a maximum of depreciated historical cost and is accordingly reversed in the statement of profit and loss.

K. Investments

Long term investments are valued at cost with an appropriate provision for permanent diminution in value, if any. Investment that is readily realizable and is intended to be held for not more than one year is valued at lower of cost or realizable value.

L. Share Issue Expenditure

Expenses incurred in connection with issue of equity shares of the company have been written off against securities premium received on further issue of shares to public. In case of Subsidiary Company “Atrevido Research and Consultants Private Limited” preliminary expenditure in connection with incorporation such as




registration charges, stamp duty, etc will be written off over a period of five years equally starting from financial year ending on 31st March, 2015.

M. Employee Benefits

a) Short-term Employee Benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages and bonus etc., are recognized in the Statement of Profit & Loss in the period in which the employee renders the related services.

(b) Long-term Employee Benefits

(i) Defined Contribution Plan

The Company deposits the contributions for provident fund to the appropriate Government authorities and these contributions are recognized in the Statement of Profit and Loss in the financial year to which they relate.

(ii) Defined Benefit Plan

The Company’s gratuity scheme is a defined benefit plan. The present value of The obligation under such defined plan is determined based on actuarial valuation carried by an independent actuary, using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final Obligation. The obligation is wholly unfunded and same is measured at the present value of the estimated future cash flow. Actuarial gains and losses are recognized immediately in the Statement of Profit and Loss.



Statutory Reports

Note : 3 Share Capital (Rs in Lakhs)Particulars As at


31st March 2018Equity Share CapitalAuthorised Share Capital15,000,000 (15,000,000) Equity Share of Rs.10/- Each. 1,500.00 1,500.00

1,500.00 1,500.00Issued, Subscribed and Fully Paid Up Share Capital10,026,000 (4,998,000) Equity Share of Rs.10/- each 1,002.60 1,002.60Issued, subscribed and fully paidTOTAL 1,002.60 1,002.60

a) Reconciliation of number of shares outstanding at the end of yearParticulars As at


31st March 2018Equity shares at the beginning of the year 10,026,000 4,998,000Add: Shares issued during the year (Refer Note 32) - 30,000Add: Bonus Shares issued during the year - 4,998,000Equity Shares at the end of the year 10,026,000 10,026,000

The Company has issued only one class of Equity Shares having a Par Value of Rs 10/- each. Each holder of equity shares is entitled to one vote per share.

During the financial Year 2017-18, the company has alloted 49,98,000 Equity Shares of Rs 10/- each fully paid up as Bonus Shares in the ratio of 1:1 (i.e one Bonus shares for every share held).

b) Details of shareholders holding more than 5% shares of the aggregate shares in the companyName of shareholder As at 31 March, 2019 As at 31 March, 2018

No. of Shares Percentage No. of Shares PercentageMajestic Market Research Support Services Limited

4,175,000 41.64% 4,175,000 41.64%

RajendraKumar Sharma 1,828,990 18.24% 1,828,990 18.24%

Note : 4 Reserve and Surplus (Rs in Lakhs)Particulars At at


31st March, 20181) Surplus in the Statement of Profit and Loss As Per Last Balance Sheet 1,903.15 721.54 Add: Profit for the year ended 1,079.68 1,361.26 Add: Profit for the year ended - - upto 31st March, 2016 as absorbed by MRSS before is treated as profit

now. Less: Pre Acquisition share in during the year Profit Pretaining to

Acquisition of Company - 119.49

Less: Interim Dividend Paid & Dividend Distribution tax thereon - 60.16




Note : 4 Reserve and Surplus (Rs in Lakhs)Particulars At at


31st March, 2018Closing Balance 2,982.83 1,903.152) Securities Premium Account As Per Last Balance Sheet 368.70 798.00 Add:Premium Received on issue of Equity Shares (Refer Notes 3 and

32) - 72.00

Less: Utilised for issuance of Bonus Shares - 499.80 Less: Issue Expenses on Issuance of Shares - 1.50Closing Balance 368.70 368.703) Capital Reserve As Per Last Balance Sheet 727.43 - Add: On account of acquisition of Singapore company during the year. - 727.43Closing Balance 727.43 727.434) Foreign Currency Translation Reserve As Per Last Balance Sheet - - Add: translation during the year 25.14 -Closing Balance 25.14 -TOTAL 4,104.10 2,999.28

Note : 5 Deferred Tax Liabilities /(Assets) (Rs in Lakhs)Particulars At at


31st March, 2018Deferred Tax LiabilityRelated to difference between book balance and tax balance - -of Fixed Assets

Deferred Tax (Assets)Related to difference between book balance and tax balance (72.56) (12.70)of Fixed AssetsTOTAL (72.56) (12.70)

Note : 6 Long-term Provisions (Rs in Lakhs)Particulars At at


31st March, 2018Provision for Gratuity 14.59 11.06

TOTAL 14.59 11.06



Statutory Reports

Note : 7 Borrowings (Rs in Lakhs)Particulars At at


31st March, 2018A) Long Term BorrowingsSecuredTerm LoanFrom Bank for Purchase of Property 369.22 368.00(Loan Sanctioned- INR 425 Lakhs , Term- 96 Months with 12 - -months moratorium, Interest Rate- 10.50% P.a)

From EXIM Bank for refinance of acquisition cost 182.14 228.00(Against FD/ Margin Money of Rs 50 Lakhs , Pledge of Sharesby Promoters & Corporate Guarantee of Promoter- MMRSSL)(Loan Sanctioned- USD 3,83,000, Term- 5 Yrs with 12 monthsmoratorium, Interest Rate- USD LIBOR (6m) plus 450 bps p.aPayable Quarterly)

Unsecured (Refer Note 34)From Banks & NBFC's 82.32 134.95From Body Corporates - -

Total (A) 633.68 730.95

B) Short Term BorrowingsSecuredLoan Repayable on DemandCash Credit Facility From Bank* 202.05 198.07*(Secured by Charge On Entire Current Assets of the Company)

UnsecuredFrom Banks - -From Related Parties (Refer Note 28) - -

Total (B) 202.05 198.07

TOTAL (A+B) 835.73 929.02




Note: 8 Trade Payables (Rs in Lakhs)Particulars At at


31st March, 2018Due to Micro, Small and Medium Enterprises - -Others 40.38 110.34TOTAL 40.38 110.34

Note: 9 Other Current Liabilities (Rs in Lakhs)Particulars At at


31st March, 2018Creditors for Expenses 90.27 40.32Payable to Market Probe INC.for acquisition of Subsidiary Co. 198.72 198.72Provision for Salary 194.33 22.30Current Maturities of Long term Debt / Loans 201.82 225.27Statutory Dues 171.37 102.16TOTAL 856.51 588.78

Note : 10 Short-term Provisions (Rs in Lakhs)Particulars At at


31st March, 2018Income Tax Provision (Net of Advance Tax & TDS) 1,046.92 583.80Provision for Gratuity 13.11 5.13TOTAL 1,060.04 588.93



Statutory ReportsN

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Note : 12 Other Non Current Assets (Rs in Lakhs)Particulars At at


31st March, 2018

Preliminary Expenditure to the Extent not W/off - -

TOTAL - -

Note : 13 Long Term Loans and Advances (Rs in Lakhs)Particulars At at


31st March, 2018Unsecured, Considered GoodAdvance Income Tax & TDS Credit - 0.50Security Deposits 54.90 13.11Tender Fees - -TOTAL 54.90 13.61

Note : 14 Trade Receivables (Rs in Lakhs)Particulars At at


31st March, 2018Unsecured, Considered GoodLess than Six Months -Related Party (Refer Note 28) 108.10 21.38 -Others 959.14 2,475.89More than Six Months -Related Party - - -Others 3,996.05 50.25TOTAL 5,063.29 2,547.52

Note : 15 Cash & Cash Equivalent (Rs in Lakhs)Particulars At at


31st March, 2018Cash in hand 0.99 1.96Balances with banks in current account (Refer Note 32) 281.02 2,731.41

TOTAL 282.01 2,733.37

Note :16 Short Terms Loans and Advances (Rs in Lakhs)Particulars At at


31st March, 2018Unsecured, Considered Good

Advance for Expenses 645.89 142.04Advance to Related Parties (Refer Note 28) - -Advance to Others- Body Corporates 380.40 -TOTAL 1,026.29 142.04



Statutory Reports

Note :17 Other Current Assets (Rs in Lakhs)Particulars At at


31st March, 2018Cenvat Credit 43.29 42.66Preliminary Expenses (Refer Note 2) - 0.05Prepaid Expenses 0.05 0.05Accured Interest on Fixed Deposit 7.36 3.82Rental Deposits & Sundry Advances - 87.27TOTAL 50.70 133.85

Note : 18 Revenue from Operations (Rs in Lakhs)Particulars 2018-19 2017-18Sales of Services 6,357.65 6,444.95

TOTAL 6,357.65 6,444.95

Note : 19 Other Income (Rs in Lakhs)Particulars 2018-19 2017-18Singapore Government Grant Received 41.09 76.17Foreign Exchange Fluctuation Gain 11.10Interest on Loan -Interest on Fixed Deposit 4.60 4.72Other Income 0.52Profit on Sale of Fixed Asset -TOTAL 45.69 92.51

Note : 20 Direct Expenses (Rs in Lakhs)Particulars 2018-19 2017-18Project Expenses 3,248.63 3,076.92

TOTAL 3,248.63 3,076.92

Note : 21 Employee Benefits Expenses (Rs in Lakhs)Particulars 2018-19 2017-18Salaries, Wages and Bonus (Refer Note 28) 640.29 884.72Contribution to Provident Fund 39.80 55.99Staff Welfare Expenses 3.67 1.67Provision for Gratuity (Refer Note 2) 11.52 4.92TOTAL 695.28 947.31




Note : 22 Financial Cost (Rs in Lakhs)Particulars 2018-19 2017-18Bank Charges 2.34 1.24Interest on Cash Credit facility 24.13 20.02Interest on Property Term Loan 42.47 39.62Other Interest Expense - 0.69Loan Processing Fees 0.47 7.49Interest on Unsecured Loan 47.47 22.89Interest on Term Loan from EXIM 23.07 -TOTAL 139.94 91.95

Note : 23 Other Expenses (Rs in Lakhs)Particulars 2018-19 2017-18Travelling & Conveyance 7.67 16.97Telephone Charges 8.23 11.32Printing & Stationery 5.62 10.59Office Expense 26.22 7.97Business Promotion & Advertisement Charges 9.95 8.92Legal & Professional Fees 116.79 116.91Auditors Remuneration (Refer Note 26) 3.56 2.09Rent 101.05 152.93Conference & Membership Fees 2.81 1.17Boarding & Lodging 0.08 0.59Office & IT Maintenance - 38.80General Repairs & Maintenance 12.18 0.29Misc. Expenses 0.93 2.09General & Board Meeting Expenses 6.19 2.39Electricity Charges 6.53 8.25Sitting Fees Paid to Directors (Refer Note 28) - 0.20Rates & Taxes 1.04 24.45Foreign Exchange Fluctuation 12.52 3.29Listing & Other Fees Paid to BSE 2.13 5.14Preliminary Expenditure W/off 0.05 0.05Insurance - 11.21Loss on Sale of Fixed Assets - 0.30Other Expenses 17.16 66.44TOTAL 340.70 492.35



Statutory Reports

Note : 24 Tax Expenses (Rs in Lakhs)Particulars 2018-19 2017-18Current TaxProvision For Income Tax 494.94 454.65Deferred Tax Liability / (Asset)Related to Depreciation and Amortization Expense (59.86) 1.28

Note : 25 Earnings Per Share (Rs in Lakhs)Particulars 2018-19 2017-18Profit for the period attributable to Equity Shareholder 1,079.68 1,361.26No of weighted average equity shares outstanding during the year 100.26 50.06Add: Bonus Issue - 49.98Total No of Equity Shares outstanding during the year 100.26 100.04Nominal Value of Equity Share (In Rs) 10.00 10.00Basic and Diluted Earning Per Share (In Rs) 10.77 13.61

Note 26 - Auditors remuneration includes: (Rs in Lakhs)

Particulars 2018-19 2017-18Statutory Audit fees 3.11 1.44

Tax audit fees 0.45 0.65

Note 27 - Details of Related Parties and Key Management Personnel where transaction have taken place during the Year:

Description of Relationship Names of Related PartiesHolding Company / Parent Company Majestic Market Research Support Services LimitedWholly Owned Subsidiary Company Majestic Research Services Asia Pte Limited (Earlier Known as Market

Probe Asia Pacific Pte Ltd)*, Atrevido Research & Consultants Private Limited (Earlier Known as Emtee Research & Consultants Private Limited)

Key Management Personnel (KMP’s) Sarang Panchal, Rajendra Kumar Sharma, Rajesh Oberoi, & Kajal Sudani* and Manish Baid*.

Enterprises in which KMP have significant influence.

M/s Smart Spaces.

* Ms. Kajal Sudani, Company Secretary & Compliance Officer of the company has resigned with effect from 17th January, 2019 and in her place Company had appointed Mr. Manish Baid with effect from 10th May, 2019.




Note 28 - Transactions with Related Parties

(Rs in Lakhs)Name Relationship Country Nature of

TransactionHolding as at 31-03-

2019 (in %)


Holding as at 31-03-

2018 (in %)


Emtee Research & Consultants Private Limited

Subsidiary India Investment 100 NIL 100 NIL


Subsidiary Singapore Investment 100 NIL 100 308.41

(Rs in Lakhs)Name Relationship Nature of


Amount outstanding

as at 31-03-2019 (payable)/ receivable


Amount outstanding


Sarang Panchal Managing Director

Remuneration 55.20 (21.50) 55.20 (3.50)

Reimbursement

of Expenses*

1.28 1.08

Rajendra Sharma

Whole Time Director

Remuneration 15.00 (10.44) 15.00 (1.67)

Reimbursement

of Expenses

- -

Majestic Market Research Support Services Ltd

Parent Company

Loan Given - 108.10 - 21.38

Loan Received 138.08 20.55

Loan Repayment 138.08 20.55

Sales 130.50 56.15



Statutory Reports

Name Relationship Nature of transaction


Amount outstanding



Amount outstanding


Kajal Sudani Company Secretary

Salary 4.35 (1.19) 4.05 (0.45)

Rajesh Oberoi Independent Director

Sitting Fees - - 0.20 -

*Company has reimbursed expenses to Mr. Sarang Panchal as incurred by him on behalf of the company.

Note 29 - Segment information: The Company operates in one segment of business namely market research services. Hence business segment disclosure is not applicable and also majority of revenue has been derived from single geographical segment hence, same has not been furnished.

Note 30 - C.I.F. Value of imports, expenditure and earnings in foreign currency(Rs in Lakhs)

Particulars Current Year 2018-19

Previous Year 2017-18

CIF value of imports

Raw material

Traded goods

-

-

-

-TOTAL - -B. Expenditure in Foreign Currency

Project Expenses

23.15 14.80

C. Earnings in Foreign Currency

F.O.B. value of exports

4229.05 1957.71

Note 31 - Disclosure in respect of Jointly Controlled Entity (Joint Venture)

In compliance with Accounting Standard 27 on “Financial Reporting of interest in Joint Venture”, the group share of each of the assets, liabilities, incomes and expenses, etc. in respect of jointly controlled entity is as follow

Name of Joint Ventures Country of Incorporation Proportion of Ownership InterestScent Analysis Majestic Private Limited* India 0%

Group Share of Interest in Joint Venture

(Rs in Lakhs)Particulars Current Year

2018-19Previous

Year 2017-18Assets NA NALiabilities NA NAIncomes NA NAExpenses NA NACapital Commitments NA NAOther Commitments NA NA




*On 28th December, 2016, MRSS transferred its 50% stake and control in Scent Analysis Majestic Private Limited to Analysis the Scent International Gmbh and its nominee at cost and thus resulting into no profit/loss on transfer of investment.

Note 32 – During the Financial Year 2016-17, the company had raised Rs. 998.64 Lakhs through Further Public Issue (FPO) by way of further issue of 8,76,000 Equity Shares of face value of Rs 10/- each for cash at Rs 114/- per share (including share premium of Rs 104/- per share). The Purpose of the FPO and its actual utilisation as at 31st March, 2019 is mentioned as under.

(Rs in Lakhs)

Particulars Proposed Utilisation

Actual Utilisation

Working Capital 470.00 470.00Purchase of New Corporate office 180.00 160.00Civil Work and Interior Expenses 80.00 80.00General Corporate Purpose 178.64 178.64Issue Expenses 90.00 90.00Total 998.64 978.64

Unutilised/Unspent Amount as at 31st March, 2019 is kept in Bank as belowParticulars Rs in LakhsFixed Deposit with Bank 25.00Total 25.00

Further during the FY 2017-18, the Company has issued and alloted 30,000 Equity Shares of Rs 10/- each on preferential basis to Mr. Sarang Panchal (Managing Director of the Co) at a Price of Rs 250/- per share (including share premium of Rs 240/- per share) and the proceeds from the preferential issue has been utilised for the object as stated in the explanatory statement to the Notice for the Annual General Meeting held on September 25, 2017.

There is no deviation/variation of FPO Proceeds and Preferential Procceds from the objects as stated above.Note 33 - Additional Information as required under Schedule III to the companies Act, 2013.

(Rs in Lakhs)Name of Entity Net Assets * Share in Profit / (Loss)*Particulars % of

Consolidated Net Assets

Amount (Rs)

% of Consolidated Profit / (Loss)

Amount (Rs)

ParentMajestic Research Services & Solutions Limited 81.62 4167.86 96.31 1039.84Indian SubsidiaryAtrevido Research and Consultants Private Limited (Earlier Known as Emtee Research and Consultants Private Limited) (wholly owned subsidiary)

0.01 0.42 (0.02) (0.20)

Foreign SubsidiaryMajestic Research Services Asia Pte Limited (Earlier Known as Market Probe Asia Pacific Pte Ltd) (wholly owned subsidiary)

18.37 938.42 3.71 40.04

TOTAL 100.00 5106.70 100.00 1079.68

*Net Assets means Total Assets minus Total Liabilities. Share in Net Asset and Share in Profit (Loss) of subsidiary, Associate, Joint Venture is considered based on respective company audited standalone financial statement.



Statutory Reports

Note 34- Details of Unsecured Loans taken from Banks & NBFC’s are mentioned as belowName of Lender Loan

Sanctioned (Rs in Lakhs)

EMI Pm (Rs in Lakhs)

Interest Rate (in%) P.a

Tenure (in months)

Loan O/s as at 31st March 2019 (Rs in Lakhs)

IndusInd Bank 35.00 1.27 18.50% 36 12.80Magma Fincorp 61.96 3.12 19.00% 24 28.68Aditya Birla 50.00 3.20 18.50% 18 18.22Tata Capital 45.00 2.25 18.00% 24 24.50Capital First Ltd 51.00 1.86 18.50% 36 35.72Bajaj Finance 35.63 0.58 19.50% 96 35.63IVL Finance Ltd 50.00 1.83 19.00% 36 36.36

Note 35 - Figures for the previous year have been regrouped / reclassified / reinstated, wherever considered necessary and also figures pertaining to the subsidiaries have been recast / reclassified wherever necessary in order to bring them in line with parent company financial statements.








NOTES



Statutory Reports

NOTES




NOTES



Statutory Reports

MAJESTIC RESEARCH SERVICES AND SOLUTIONS LIMITEDCIN: L72200KA2012PLC063818

Registered office: 2nd Floor, Kalpak Arcade, No. 46/17, Church Street, Bangalore – 560001.Corporate Office: . No. C-509, 5th Floor, Kanakia Zillion, Gateway to BKC, LBS Marg, Kurla West, Mumbai – 400070.

ATTENDANCE SLIP

RECORD OF ATTENDENCE 7th Annual General Meeting of the Members of Majestic Research Services and Solutions Limited held on Monday, 30th September, 2019 at 10:30 a.m. at Arna Hotel, #37 Prestige Enclaves Kempegowda International Airport road, Near Vidya Nagar Cross, Central Telecom Society, Bengaluru, Karnataka 562157

Members’ Name and Address details

Regd. Folio No. / DP ID

Client ID/Ben.A/C

No. of shares held

I certify that I am a registered Shareholder/proxy for the registered shareholder of the Company and hereby record my presence at the 7th Annual General Meeting of the Company held on Monday, 30th September, 2019 at 10:30 a.m. at Arna Hotel, #37 Prestige Enclaves Kempegowda International Airport road, Near Vidya Nagar Cross, Central Telecom Society, Bengaluru, Karnataka 562157.

____________________________________ ___________________________Member’s/Proxy’s name in Block Letters Member’s/Proxy’s Signature

Note: Please fill this attendance slip and hand it over at the entrance of the hall.



Statutory Reports

FORM NO. MGT-11PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

MAJESTIC RESEARCH SERVICES AND SOLUTIONS LIMITEDCIN: L72200KA2012PLC063818

Registered office: 2nd Floor, Kalpak Arcade, No. 46/17, Church Street Bangalore Bangalore KA 560001 IN

Corporate Office: No. C-509, 5th Floor, Kanakia Zillion, Gateway to BKC, LBS Marg, Kurla West, Mumbai – 400070.

Name of the member (s) :

Registered address :

E-mail Id :

Folio No/ Client Id :

DP ID :

I/ We, being the member (s) of ……………….. Shares of the above named Company, hereby appoint

1. Name:………………………………………. Address:……………………………………………..............……….

E-mail Id:…………………………………… Signature………………………………..................., or failing him

2. Name:………………………………………. Address:…………………………………………..............…………E-mail Id:…………………………………… Signature………………………………….............. , or failing him

3. Name:……………………………………… Address:………………………………………...................………..

E-mail Id:…………………………………… Signature……………………………….................. , or failing him

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at 7th Annual General Meeting of the Members of Majestic Research Services and Solutions Limited will be held on Monday, 30th September, 2019 at 10:30 a.m. at Arna Hotel, #37 Prestige Enclaves Kempegowda International Airport road, Near Vidya Nagar Cross, Central Telecom Society, Bengaluru, Karnataka 562157 and at any adjournment thereof in respect of such Resolutions as are indicated below:




Resolution(S) No. Optional*Ordinary Business For Against1. Adoption of Audited Financial Statement for the Financial Year ended on 31st

March, 20192. Re- appointment of Director retire by rotation

3. Fix the Remuneration of Statutory Auditor

Signed this……………………day of…………………..20………….

_________________________ ___________________________Signature of Shareholder Signature of Proxy holder(s)

Note:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

2. *It is optional to put (√) in the appropriate column against the Resolutions indicated in the Box. If you leave the “for” or “against” column blank against any or all of the resolutions, your proxy will be entitled to vote in the manner as he/ she may deemed appropriate

Affix a Re 1 Revenue

Stamp


Corporate O�ceC-509, 5th Floor, Kanakia Zillion, LBS Marg Kurla West,

Mumbai, Maharashtra 400 070,Email : [email protected]

Registered O�ce2nd Floor, Kalpak Arcde, No. 46/17, Church Street, Bangalore 560 001.

Corporate O�ce

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