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Majestic Research Services and Solutions Limitedwww.mrssindia.com

CONTENTS

PAGE NO

CORPORATE OVERVIEW

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

Financial Highlights ........................................................................................................................................... 3

About MRSS India and Business Overview ...................................................................................................... 4

Chairman Message ......................................................................................................................................... 14

REPORTS

Notice ............................................................................................................................................................. 15

Board’s Report and Annexures ....................................................................................................................... 22

Management Discussion and Analysis ........................................................................................................... 42

FINANCIAL STATEMENTS

Standalone

Independent Auditor’s Report ......................................................................................................................... 44

Balance Sheet ................................................................................................................................................ 48

Statement of Profit and Loss .......................................................................................................................... 49

Cash Flow Statement ..................................................................................................................................... 50

Notes to Accounts ........................................................................................................................................... 51

Consolidated

Independent Auditor’s Report ......................................................................................................................... 63

Balance Sheet ................................................................................................................................................ 66

Statement of Profit and Loss .......................................................................................................................... 67

Cash Flow Statement ..................................................................................................................................... 68

Notes to Accounts ........................................................................................................................................... 69

SHAREHOLDERS INFORMATION

Attendance Slip / Proxy Form

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BOARD OF DIRECTORS CHAIRMAN AND WHOLE TIME DIRECTOR Mr. Rajendra Kumar Sharma

MANAGING DIRECTOR Mr. Sarang Panchal

INDEPENDENT DIRECTORS Ms. Priamvada Princeton Mr. Rupesh Pandurang Bhujbal Mr. Rajesh Dharambir Oberoi

CHIEF FINANCIAL OFFICER Mr. Rajendra Kumar Sharma

COMPANY SECRETARY Ms. Sonali Gamne

INVESTORS RELATIONS Ms. Sonali Gamne Tel. No. 022-26527276 Web site: www.mrssindia.com Email Id: [email protected]

REGISTERED OFFICE Majestic Research Services and Solutions Limited CIN: U72200KA2012PLC063818 2nd Floor, Kalpak Arcade, No. 46/17, Church Street Bangalore-560001.

CORPORATE INFORMATION

CORPORATE OFFICE No. 601 & 701, Trellis, Plot No. 202/203, LBS Marg, Near Asha Petrol Pump, Kurla West, Mumbai- 400070.

BANKERS ICICI Bank Limited Axis bank Limited HDFC Limited

REGISTRAR & TRANSFER AGENT Bigshare Services Private Limited E/2, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai 400072.

AUDITORS M/s. R.T. Jain & Company Mumbai.

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FINANCIAL HIGHLIGHTS (Promising Growth Momentum )

Operating Revenue (In Rs.)

FY 2014-15 FY 2013-14 FY 2015-16

22,603,234

111,295,577

55,076,925

Profit Before Tax (In %)

FY 2013-14 FY 2014-15 FY 2015-16

8.68

14.09

24.97

Profit After Tax (In %)

FY 2013-14 FY 2014-15 FY 2015-16

5.93

9.68

16.85

Return on Net worth (in%)

FY 2013-14 FY 2014-15 FY 2015-16

4.25

14.47

28.35

Return on Capital Employed (In %)

FY 2013-14 FY 2014-15 FY 2015-16

6.18

17.73

39.9

EBIDTA Margin (In %)

FY 2013-14 FY 2014-15 FY 2015-16

10.53

19.11

27.82

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OUR BUSINESS

MRSS INDIA (The Company) is the largest independent Market Research Agency in India relying exhaustively on usage of technology for data acquisition thereby ensuring reliability, validity checks as also faster turnaround time. The research team of MRSS India has presence in Mumbai, Delhi and Bangalore. The team has rich experience of working with both domestic as well as global majors. MRSS India offers a wide range of Qualitative and Quantitative Research Services both nationally and internationally. MRSS INDIA is a member of MRSI and DIN (Digital Insight Network - Global). Only company in Market Research space in India listed on BSE SME Exchange – greater vision, greater commitment! With this comes higher standard of service, delivery and transparency.

The Company was originally incorporated as “Majestic Research Services and Solutions Private Limited” at Bangalore, Karnataka, as a private limited company under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated December May 2, 2012 bearing registration number 063818 issued by Registrar of Companies, Karnataka, Bangalore. Subsequently, the Company was converted into a public limited company pursuant to Special Resolution passed by the Company at its Extra Ordinary General Meeting held on July 10, 2014 and fresh certificate of incorporation dated August 11, 2014 and the name of the Company was changed to ‘Majestic Research Services and Solutions Limited’ vide fresh Certificate of Incorporation dated August 11, 2014.The corporate identity number of the Company is U72200KA2012PLC063818.

Company’s registered office is situated at 2nd Floor Kalpak Arcade, No. 46/70 Churchstreet Bangalore 560001 and corporate office is situated at “Trellis”, Plot No.202/203, L.B.S. Marg, Kurla (West), Mumbai – 400070 India.

The Company is the subsidiary of Majestic Market Research Support Services Limited also referred hereinafter as the “Parent Company”. Parent Company has presence in countries of Middle East and Asia Pacific region.

MRSS India offers a broad suite of customized solutions that cater to business at various stages of product development or launch cross the product life cycle. The Company focuses on market research, advertising research, brand research and consumer research, but also offers an array of other research services to assist companies in developing more successful products and stronger brands. From pre-production market sizing to post-product launch monitoring, MRSS India has the appropriate resources and regional expertise to provide tailored solutions for its clients.

We provide actionable insights to our clients and assist them in making better strategic decisions in their respective lines of business. The Company is professionally managed, with a Board of Directors comprising of three independent directors and two executive directors which are experienced in the business of the Company. We strive for the following values:

• Integrity: We are committed to act in an ethical, honest manner;

• Respect: We believe that all people should be treated with consideration and dignity;

• Teamwork: We are committed to long term, effective partnerships internally as well as with our clients

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The different stages of our business process of market research are given below:

1. DefineResearchObjective:

The first stage deals with understanding of the business needs of our esteemed clients and translating their needs into research objective which involves providing a customized service suiting their requirements. It also covers defining of informative areas and critical metrics for study.

2. Study Design:

After defining the research objective, the second stage consists of deriving the study design and survey methodology is what that follows. It includes studies of research designing, designing questionnaires for target group, developing of sample plan, analyzing the plan, establishing timelines and milestones and identifying the project and execution of it.

3. Data Collection:

Data collection stage is the third stage wherein the data is collected by means of - Web-based online surveys, CATI surveys, CAPI surveys using tablets, SMS based survey, Face-to-face surveys (pen & paper), qualitative focus group, in-depth interviews, intermediate reporting of survey, audio capture of interviews, eye trackings, Facial recognistions, Neuros, etc.

4. Analysis & Reporting:

This is the final stage where we report to our clients through tactical and strategic reporting, highly flexible web-based reporting interface, real-time reporting, executive summaries and dashboards presenting key insights and recommendations, solutions addressing all issues and advanced analytics solution.

OUR RESEARCH APPROACH AND BUSINESS PROCESS

STUDY DESIGN• Research Design• Survey methodology • Define target group• Develop sampling plan• Design questionnaire• Develop analysis plan• Establish timelines and

milestones• Establish internal and

external communication protocols

• Identify project execution team

ANALYSIS & REPORTING• Tactical and strategic

reporting• Highly flexible Web-based

reporting interface• Dynamic real-time reporting• Multi format original data

delivery • Executive summaries

presenting key insights and recommendations

• Solutions to address all issues

• Advanced analytics solution• Dashboard Reports

DATA COLLECTION• Web-based online surveys • CATI surveys• CAPI surveys using tablets• SMS based survey• Face-to-face surveys (pen &

paper)• Qualitative focus groups• In-depth interviews• Video streaming for assessing

FG• Intermediate reporting of

survey• Audio capture of interviews• Observation exercise• Eye Tracking• Facial Expression

Recognition• Neuro

DEFINE RESEARCH OBJECTIVE

• Understanding Business needs

• Translating into Research objective

• Information Areas• Defining critical metrics for

study

Customized ResearchSolutions

Business Objective

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OUR SPECTRUM OF INNOVATIVE RESEARCH TOOLS

As technology and socioeconomic trends change, the Company believes in adapting to the new means of gaining customer insights providing better actionable insights and assists the clients in making better strategic decisions.

1. Vision Critical Insight Community

It is strategic research approach that brings together the best people, ideas and practices for the digital age–blending interactive technology, strategic research, and insight communities’ expertise. It is a cutting-edge tool to engage consumers to provide a continuous conversation/feedback. It brings the voice of the consumer into the organization by getting to the heart of how customers think, and why they do the things they do. Insight communities can be local or global, targeted or broad, short-term or long-term, and can include hundreds or thousands of people

2. Eye Tracker

Eye tracker is a well-established method for pre-testing and analyzing print ads, TV, out-of-home media, direct marketing, online, in game and other visual advertising. With eye tracking company can measure exactly where people look and illuminate hidden deficiencies that traditional market research methods cannot.

3. SMSBasedSurvey

We offer SMS based surveys on handheld devices. Conduct surveys on mobile devices across locations. Instant data collection report. Collate and analyze data in real-time.

4. Perception Analyzer

Respondents use wireless, hand-held device to answer questions and give feedback during focus groups, presentations, meetings, etc. A small wireless receiver, called a console is connected to a computer. Perception Analyzer software immediately tallies the results. Results are instantly available spondents and viewers.Results collected through the use of this device are available for analysis in crosstab, graphical, and quick frequency formats. It can also be exported to Excel, PowerPoint, SPSS, in HTML, and as JPGs or PDFs for presentations and reports.

5. Sensorial MR

Sensory branding is a type of marketing that appeals to all the senses in relation to the brand.

It uses the senses to relate with customers on an emotional level. Brands can forge emotional associations in the customers’ minds by appealing to their senses. A multi-sensory brand experience generates certain beliefs, feelings, thoughts and opinions to create a brand image in the consumer’s mind

6. Market Research Online Communities

Market Research Online Communities (MROCs) are a relatively new technique for gathering real-time, qualitative market research insights. It typically consists of a closed network of like-minded respondents taking part in a series of conversations and structured exercises around a given topic.

7. Neuromarketing

Neuromarketing is the use of brain-imaging technology to measure subconscious responses to a variety of media, including advertising, packaging, branding, television, and more. Companies around the world use neuromarketing to enhance their consumer research with insights beyond those gained by traditional methods. Neuroscientists estimate that up to 90% of all human decision making occurs at a subconscious level. That means that people are mostly unaware of what drives their own behavior. What’s more, they find it especially difficult to communicate their inner thoughts and feelings through traditional focus groups and surveys. Neuromarketing allows you to measure consumers’ immediate, subconscious responses to stimuli without asking a single question. Participants simply wear state-of- the-art EEG headsets that measure the brain’s response to the given stimuli.

8. Indoor Audience Management

It is a process of measuring how many and who are there in the audience. It offers an audience measurement solution which uses simple video sensor to count actual viewers and overall opportunities to see (OTS). It measures attention times and dwell times and estimates the gender and age distributions of audience. A set of metrics is made available in real time with simultaneous uploading to an online determining application. Its solutions are available as software or as an all in one device which measures the strength and impact of media. These set of solutions can be deployed in retail stores, malls, agencies, boutiques, transportation hubs, restaurants and event museums.

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9. OnlineSurvey:

In the online surveys, the respondents are able to answer the questionnaire by means of inputting their answers while connected to the Internet. Then, the responses are automatically stored in a survey database, providing hassle-free handling of data and a smaller possibility of data errors.As the world is increasingly connected to the internet, online and mobile surveys are a powerful tool as they are relatively cost effective, quick turnaround and highly customizable.

10. CATI and CAPI

Computer-assisted personal interviewing (CAPI) is an interviewing technique in which the respondent or interviewer uses a computer to answer the questions. It is similar to computer-assisted telephone interviewing, except that the interview takes place in person instead of over the telephone. This method is usually preferred over a telephone interview when the questionnaire is long and complex. It has been classified as a personal interviewing technique because an interviewer is usually present to serve as a host and to guide the respondent. If no interviewer is present, the term Computer-Assisted Self Interviewing (CASI) is used.

11. DigitalBehaviortracking

Software is developed that offers passive tracking programs, which helps in observing online behaviour in a non-staged environment. This software is installed on different personal devices used by participants. They only track people who have given their explicit consent and they offer anonymity to the participants. They track what websites the participants visit, apps they use, ads they see and also search terms they enter. With the combination of online behaviour and background

information that participants share, it develops insights using this behaviour data.

12. Social Media Listening

Social media listening has become one of the most effective ways for researchers to understand how people perceive brands and trends. It’s an online research methodology that has catapulted in recent years – and for good reason; social media listening delivers a wealth of insights.We start by carefully crafting a query that weeds out unrelated mentions, and understanding the conversation on a macro level. Our goal is fully observe the conversation volume over time, noting the peaks and valleys, the sentiment, who’s doing the talking and in what context. Once we understand how our topic or brand fits into the larger the picture, we can start an in-depth analysis, where we uncover nuances and real insights.

Social listening can tell us so much – key conversations and themes that surround a product/service/brand, gaps in the market, what customers think (unfiltered feedback), an untapped target demo, competitive threats, potential influencers and brand advocates, places to source content etc.

13. Facial Recognition

Face analysis software provides with reliable answers about how consumers and users react spontaneously to products, brands and content, by monitoring their facial expressions and how they react to different stimuli, and by tracking where they look at. Face analysis software combines emotion recognition, demographics and eye tracking technologies in one solution. This software tracks tiny movements of facial muscles and translate them into universal facial expressions like happiness, surprise, sadness, anger and more.

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BROAD SUITE OF END-TO-END RESEARCH SERVICE OFFERINGS

OVERVIEW OF OUR BUSINESS MODEL

The Company has a robust business model with defined workflows to ensure a timely and efficient delivery of Services. As consumers become better informed and more resistant to traditional market survey approaches, obtaining meaningful results for clients requires increasing innovation from market research companies. We have the flexibility to adopt game changing strategies along with the capacity to integrate both primary and secondary marketing techniques.

We generate new clients by a variety of methods including:

The pre-engagementProcess begins with us receiving a Request for Quotation (RFQ) from potential customers.

MRSS India preparesPresentation/proposal consisting of:

Once the mandate is won, theExperienced qualitative and/or quantitative teams in the respective geographies will run the project.

Word of mouth

Its brand name in the market

Targeted pitching to short listed potential clients

Regular participation in events

Design & methodology of study

Study

Project Costing

Study Duration

Reduction in Risk Management

Some Advance payment upfront

Remaining on project completion with credit period as per industry norms

BR

OA SUITE OF END-TO-END

SERVICES OFFERED VALUE TO CLIENTS SERVICES OFFERED

Pre-product development

stage Market scoping

New product developmenand testing

Product development &

optimization

Brand Communication Advertising &

product positioning

Post - product launch

monitoring

Tracking and monitorin

Mobile & real-time data analytics

BROAD SUITE OF END - TO - END RESEARCH SERVICE OFFERINGS

Business

Development

RFQ

Project execution

Presentation/ Proposal

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SECTORS IN WHICH THE COMPANY SERVES

The Company caters to needs of different users and diversified segments which includes government and private sectors. Among the government sector we have clients in central, state and local bodies. We are not only restricted to Indian boundaries but our client base is also spread across sea in various SAARC countries. Most of the existing clients are loyal and have maintained healthy relationship with the Company.

Health CareInformation TechnologyFMCG Pharmaceutical

Media Aviation Automobile

Telecom Government

Banking

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OUR COMPETITIVE STRENGTHS

The Company focuses on serving its clients with a deeper insight to the customer behavior and other services. Customer focus, creativity, quality consciousness, innovative marketing strategies and adherence to fair practices has always been the Company’s overall philosophy

Strategic Marketing

Consultancy

Innovative Technology

Specialists with industry/sector

knowledge

Unique Knowledge

Management System

Multi Country Research Capability

Only listed Company in

market research

Senior researchers in the

industry

Categorized as SME

1. InnovativeTechnology:

The Company has invested significant resources in technological capabilities and has developed a scalable technology system which serves as per the client’s requirements and needs.

2. Specialists with industry/sector knowledge:

The Company focuses on attaining highest level of customer satisfaction. The progress achieved by us is largely due to our ability to address and exceed customer satisfaction. The Promoter and Key Managerial Personnel of the Company have years of expertise and are well acquainted with domestic markets. This helps to us to understand the needs of customers better and design the products to not only meet but beat their expectations.

3. Unique Knowledge Management System:

The Company has unique knowledge management system for managing knowledge in organization to support creation, capture, storage and dissemination of information which enables us to provide accurate and updated information to our clients. Knowledge is the core of the services that we render. We rely on information technology to manage knowledge and enhance delivery efficiency. Our knowledge management system operates on a virtual private network and integrates data and research created by us and obtained from external sources, which can be accessed from a core database.

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KNOWLEDGE PARTNERS

4. Senior researchers in the industry:

Our top management has more than decade of experience in the market research field which contributes significantly to the growth of the Company.

5. Multi-Countryresearchcapability:

The research capability of our country is not geographically limited to India but also the covers other countries across the globe. We also provide global research analysis to the clients in their respective areas of business.

6. Strategic Marketing Consultancy:

The Company focuses on providing high quality products with zero defect policy to retain existing customers and develop new customer base.

7. Categorized as SME:

Being the only Company registered as SME in market research, we are eligible for many privileges, like:

ü Preference in Government orders for being an ‘Indian’ entity and a ‘SME’. (Make in India and Digital India initiatives by the government are highly beneficial to the Company)

ü No Ernest Money Deposit for bidding in government orders

ü No Bank Guarantee required for bidding for Contracts, etc.

8. Only Listed Company in Market Research:

Being a listed entity, provides huge exposure, client recall, ensures transparency and boosts confidence

Ø ET Best Tech Brands 2015

Ø ET A&D 100 2015

Ø ET Best Corporate Brands 2016

Ø ET Best BFSI Brands 2016

Ø ET Education Brands 2016

Ø ET Healthcare Brands 2016

Ø FICCI-UPTM 2016

Ø FICCI-GITB 2016

Ø FICCI-GMTM 2016

Ø BW Readers Verdict 2016

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STRATEGIC PARTERHIPS

The Company has an alliance with the below companies in order to serve their clients better and create synergies:The Company has an alliance with the below companies in order to serve their clients better and create synergies:The Company has an alliance with the below companies in order to serve their clients better and create synergies:The Company has an alliance with the below companies in order to serve their clients better and create synergies:

As an official Certified Partner, Majestic has access to Vision Critical’s suite of tools including its benchmark software Sparq™, the most advanced and widely used online community panel platform in the world. Sparq™ platform enables regular feedback from customers via interactive surveys and allows them to listen to what customers are saying. This functionality means that key business questions can be answered in hours or days, rather than weeks.Curious Analytics software monitors system level behavior passively on IOS and Android devices. What apps are used? How long are they used? Where are they used? This tool helps one make data driven decisions about mobile strategy, tactics, and products. This is the best way to assess the frequency and usage of various applications on a respondent’s phone without reading personal and confidential information.Eye tracking has become an extremely powerful tool in market research. Knowing what people see and - more important - what they miss is the key to an effective marketing campaign which turns people into buyers. Eye tracking allows us to stop guessing and use the unique features to get proof into people’s attention and behavior. Eye tracking solutions are used in a wide variety of different research fields – from commercial usability and market research studies to scientific psychology and vision research. MRSS India offers remote and wearable tracking solutions.India Briefing is a part of Asia Briefing’s portfolio that is dedicated to cover investment, business, legal, tax and HR updates relevant for foreign investors in India. Its technical publications concerning business and investment improve the understanding and transparency of investing across India and Asia. Established in 1999, Asia Briefing Ltd has been providing individuals and enterprises with the latest business and regulatory news and expert commentary on conducting business in emerging AsiaFounded in 2007 in Amsterdam, Wakoopa is the world’s leading supplier of passive metering technologies. Wakoopa unlocks high quality behavioral data from research participants on personal computers, smart phones and tablets. Together with online access panels and market research companies we establish user centric behavioral datasets. This data fuels innovative research designs such as consumer journey studies and audience profiling. Under this partnership, MRSS India can now offer digital behavior data from PC or mobile devices helping clients capture a 360 degree view of their specific target audience’s digital journeys. Clients can use this to build digital profiles of their consumer segments, or understand the path to purchase with richer insights than what can be provided from survey research alone.

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It is a Sensory Software Suite that allows collecting data using web technology. All types of sensory tests for eg. Triangle Test, Acceptance Test, Descriptive Panel Test can be done using this software. One can create projects, surveys, and analyses in RedJade and share that information with partners around the globe and have them collect the data. It also gives Multiple Language Support as the survey can be created in one language and deployed in any other language. Results can be viewed live as the testing happens in any part of the globe.Perception Analyzer Online is a full-featured online survey platform that reimagined Dialsmith’s offline Perception Analyzer methodology to allow for continuous online feedback to video material. The result is a more engaging and in-depth respondent experience combined with powerful analytic tools such as Moment-to-Moment video overlays and full data export for deeper analysis.

Neuromarketing measures consumers’ immediate, subconscious responses to stimuli without asking a single question. Participants wear state-of the - art EEG headsets that measure the brain’s response to the given stimuli

This is a tracking technology which follows tiny movements of selected facial features. The location of those feature points is translated to the 6 basic emotional states - happiness, surprise, sadness, fear, anger, disgust.

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Dear Shareholders,

One Year has flown by and it is my pleasure to share with you details of your Company’s performance and the path we have carved going forward.

As most of you are aware, your Company has been delivering consistent returns over the years and is firmly on the growth path. You company’s revenue grew by 104% to ` 112.75 million and Profit After Tax (PAT) jumped 256% to ` 19 million with 871bps improvement in operating margin for the financial year ended on 31st March 2016 as compared to previous Year.

During the year MRSS India continued to take a number of initiatives to broad base our service offering to capture growing share of digital market research. We continue to receive encouraging response from our clients in terms of repeat & broader mandates.

The bedrock of our strategy relies on products, partnerships and people. We are committed to leveraging these for profitable growth in coming years.

We constantly strive to increase our value proposition through incorporating new technologies and processes for better data collection & analysis to drive actionable insights leading to repeat business from our clients. We are further pursing strategic alliances and joint ventures in Digital Market Research. In the customized research business people are at the core of it because it involves servicing, domain expertise and International knowhow, we are investing in all of the above.

We at MRSS India firmly believe that strong relationships at every level remain at the core of your company’s success in the long run, necessitating evolving human resource and client engagement policies in fast paced market place. That is going to be key driving force behind revenues and profits growth going ahead.

Anchored on our core values and led by a team of hardworking and passionate people, your Company is working towards creating a robust foundation for a sustainable future growth. We sincerely acknowledge the confidence and trust you have placed in us, right along the journey. You, our valued shareholder, are the cornerstone of our motivation for greater success.

Mr.RajendraKumarSharma-Chairman and Whole Time Director

CHAIRMAN MESSAGE

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NOTICE

NOTICE is hereby given that the 4th Annual General Meeting of the Members of Majestic Research Services and Solutions Limited will be held on Friday, 30th September, 2016 at 3.00 P.M. at The Elanza Hotel – A Unit of AMR Hotels, 88/2, Richmond Road, Bengaluru - 560025 to transact the following Business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2016 and Profit and Loss Account of the Company for the financial year ended on that date together with the report of the Board of Directors & Auditors thereon.

2. To appoint a Director in place of Mr. Rajendra Kumar Sharma –Whole Time Director (DIN: 06879460), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and, being eligible, offers himself for re-appointment.

3. Ratification of Auditor

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Companies (Audit and Auditors) Rules, 2014 (“Rules”) (including any statutory modification or re-enactment thereof, for the time being in force), the Company hereby ratifies the appointment of M/s .R. T. Jain, Chartered Accountants, (Firm Reg. no. 103961W), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company.”

SPECIAL BUSINESS:

4. To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:

“RESOLVED that pursuant to the provisions of sections 2(94), 197, 198 and other applicable provisions, if any, of the Companies Act, 2013, read with Schedule V to the Companies Act, 2013 and Rules made thereunder (including any statutory modification or re-enactment thereof) and the terms of appointment and remuneration of Mr. Rajendra Kumar Sharma, Whole Time Director approved in the Extra-Ordinary General Meeting dated 07th July, 2014, the consent of the members of the Company be and is hereby accorded that in the event the

Company has no profits or inadequate profits then for the financial year ended 31st March, 2017, Mr. Rajendra Kumar Sharma, Whole Time Director shall be paid the remuneration as per the agreement dated 8th July, 2014, which is also approved in the Extra-ordinary General Meeting dated 07th July, 2014, as minimum remuneration with the liberty to the Board of Directors including any committee there of (“the Board”) to revise, amend, alter and vary the terms and conditions of his remuneration in such manner as may be permitted in accordance with the provisions of the Companies Act,2013 and schedule V or any modification thereto and as may be agreed to by and between the Board and Mr. Rajendra Kumar Sharma”.

“RESOLVED further that pursuant to Schedule V (Part II, Section II) of the Companies Act, 2013, consent of the members of the Company be and is hereby accorded to double the limits of managerial remuneration of ` 42 Lakhs to ` 84 Lakhs specified under Schedule V of the Companies Act, 2013 in the event of inadequate profits”.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take all such steps and actions as may be considered necessary by the Board for the purpose of implementing this resolution.”

5. Toconsiderand if thoughtfit, topasswithorwithout modification, the following resolutionas a Special Resolution:

“RESOLVED that pursuant to the provisions of sections 2(54), 197, 198 and other applicable provisions, if any, of the Companies Act, 2013, read with Schedule V to the Companies Act, 2013 and Rules made thereunder (including any statutory modification or re-enactment thereof) and the terms of appointment and remuneration of Mr. Sarang Panchal, Managing Director approved in the Extra-Ordinary General Meeting dated 07th July, 2014, the consent of the members of the Company be and is hereby accorded that in the event the Company has no profits or inadequate profits then for the financial year ended 31st March, 2017, then Mr. Sarang Panchal, Managing Director shall be paid the remuneration as per the agreement dated 8th July, 2014, which is also approved in the Extra-ordinary General Meeting dated 07th July, 2014, as minimum remuneration with the liberty to the Board of Directors including any committee there of (“the Board”) to revise, amend, alter and vary

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the terms and conditions of his remuneration in such manner as may be permitted in accordance with the provisions of the Companies Act,2013 and schedule V or any modification thereto and as may be agreed to by and between the Board and Mr. Sarang Panchal”.

“RESOLVED further that pursuant to Schedule V (Part II, Section II) of the Companies Act, 2013, consent of the members of the Company be and is hereby accorded to double the limits of managerial remuneration of ` 42 Lakhs to ` 84 Lakhs specified under Schedule V of the Companies Act, 2013 in the event of inadequate profits”.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take all such steps and actions as may be considered necessary by the Board for the purpose of implementing this resolution.”

6. Any other Business with the permission of chair.

By Order of the Board of DirectorsFor MajesticResearchServicesand

Solutions Limited

Sarang Panchal Managing Director

(DIN: 00046744)Mumbai, 3rd September, 2016

Registered office:2nd Floor, Kalpak Arcade,No. 46/17, Church Street,Bengaluru – 560001

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 Report. Proxies submitted on behalf of limited Companies, societies, etc., must be supported by an appropriate resolution/ authority, as applicable.

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 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. The Notice of the AGM along with the Annual Report 2015-16 is being sent by electronic mode to those Members whose email addresses are registered with Company/ Depositories, unless any member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses physical copies are being sent by the permitted mode. A copy of the Notice of AGM 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 register and transfer agents, M/s Bigshare Services Private Limited/ Depositories.

5. The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, 22nd September, 2016 to Monday, 26th September, 2016 (both days inclusive).

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

7. Corporate Members intending to send their authorized representatives to attend the meeting are requested to send certified True copy of Board Resolution authorizing their representative to attend and vote on their behalf at the meeting.

8. All the Members are requested to

i. Intimate immediately any changes in their address to Company’ Registrar and Share Transfer AgentM/s Bigshare Services Private LimitedE-2 & 3, Ansa Industrial Estate, Saki-Vihar Road, Sakinaka, Andheri(E), Mumbai - 400 072. Tel: 91-22-2847 0652 | 40430200 | 2847 0653 E-mail: [email protected], Website: www.bigshareonline.com

17


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 Agents.

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 Agents M/s Bigshare Services Private Limited for consolidation of folios, in case having more than one folio.

vi. Bring the copies of annual report and attendance slip with them at the meeting.

9. All documents referred to in the accompanying notice are open for inspection at the Registered Office of the Company on all working days, except Sunday during working hours.

10. 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 Agents, M/s 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, M/s Bigshare Services Private Limited.

11. Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risks associated with physical shares. Members can contact the Company’s Registrar and Transfer Agents, M/s Bigshare Services Private Limited for assistance in this regard.

18


ANNEXURE I TO THE NOTICEExplanatory Statement

(Pursuant to of section 102(1) of the Companies Act, 2013)

The following explanatory statement, pursuant to sub - section (1) of section 102 of the Companies Act, 2013, set out all material facts relating to the business mentioned at the item 4 and 5 of the accompanying Notice dated 3rd September,2016.

Item 4 and 5

The Members at their Extra-Ordinary General Meeting dated 07th July, 2014 had approved the appointment and remuneration of the following Executive Directors:-

Sr. No.

Name Designation Salary & Perquisites Term

1 Mr. Rajendra Kumar Sharma Whole Time Director ` 1,62,000 Per Month From 13th June, 2014 to 13th June, 2019

2 Mr. Sarang Panchal Managing Director ` 4,60,000 Per Month From 13th June, 2014 to 13th June, 2019

In the event the Company has no profits or its profits are inadequate in any financial year the Company, the payment of remuneration to the Managerial personnel shall be subject to the limits under (A) of Section II, Part II of Schedule V of the Companies Act, 2013. The limit prescribed in Schedule V is based on the effective capital of the Company. As per the said limit, if the effective capital of the Company is 5 crores and above but less than ` 100 Crores then the yearly remuneration payable shall not exceed ` 42 lakhs. The said limit may be doubled, subject to approval of members by way of a special resolution.

The table below shows the amount which can be paid to managerial personnel for the financial year ended 31st March, 2017 as Managerial Remuneration as provided under (A) of Section II, Part II of Schedule V of the Companies Act, 2013 if the limits are doubled.

Particulars SalaryandPerquisitespayableduringthefinancialyearendedMarch31,2017(A)

Maximum permissiblelimit(Pro-Ratabasis)(B)

Excess payment (A-B)

In case Company has no profits or its profits are inadequate

` 74,64,000 ` 84, 00, 000 Nil

TOTAL ` 74,64,000 ` 84, 00, 000 Nil

Information required under Section II, Part II of Schedule V of the Companies Act, 2013 in case of special resolution are as follows:

I. General Information:

1. Nature of Industry Market Research Services

2. Date of Commencement of Business 2nd May 2012

3. Financial performance based on given indicators

Year Turnover – (in `) Net Profit – (in `) Dividend per share – (in `)

2012-13 47,93,050 1,40,799 Nil

2013-14 2,26,03,234 13,40,227 Nil

2014-15 1,90,01,696 53,29,692 Nil

4. Foreign investments or collaborations, if any Joint Venture with “Analysis the Scent International GmbH”

19


II. Informationabouttheappointee:

1 Background Details Mr. Rajendra Kumar Sharma is a Promoter and Chairman & Whole Time Director and has been on the Board of the Company since13th June, 2014. Age : 42 years Qualification : Bachelor of Engineering and Master’s Degree in Management StudiesNo. of Shares held in the Company : 9,14,495

Mr. Sarang Panchalis a Promoter Managing Director and has been on the Board of the Company since 13th June, 2014. Age : 54 years Qualification : Bachelor’s degree in commerce, Master’s degree in Management studiesNo. of Shares held in the Company : 1

2 Past Remuneration ` 19,42,600 in the Financial Year 2015-16 ` 37,65,260 in the Financial Year 2015-163 Recognition or awards Received Digital Entrepreneur of the Year

award at MOBBYS AWARDS-

4 Job Profile and his suitability

Having more than 15 years of experience in finance, banking and investments. He is responsible for arranging funds for expansion, monitoring the corporate finance and accounts, ensuring timely completion of internal and statutory audits matters of our Company

Having aggregate experience of 30 years in the field of marketing

5 Remuneration Proposed

` 1,62,000 per month ` 4,60,000 per month

6 Comparative Remuneration Profile

Remuneration is comparable with respect to industry, size of the Company, profile of the position and person.

Remuneration is comparable with respect to industry, size of the Company, profile of the position and person.

7 Relationship with managerial personnel/ Pecuniary relationship directly or indirectly with the Company

He has no pecuniary relationship other than the remuneration, he is entitled to receive. His transactions with the Company are disclosed under “Related Party Transactions” in Notes to Balance Sheet.

He has no pecuniary relationship other than the remuneration, he is entitled to receive. His transactions with the Company are disclosed under “Related Party Transactions” in Notes to Balance Sheet.

III. Other Information:

1 Reasons of loss or inadequate profits High Project Cost Pressure on pricing2 Steps taken or proposed to be taken for improvement To launch new methodology for costing

To Cost control measures Enhance performance

3 Expected increase in productivity and profits in measurable terms

above steps taken/proposed to be taken by the Company are expected to increase the productivity and profits of the Company

IV. Disclosures: Corporate Governance Report is not applicable to Company. However,remuneration details have been disclosed in the Financial Statements.

None of the Directors or key managerial personnel of the Company or their relatives except the aforesaid Executive Directors is / are, in any way concerned or interested in the proposed resolution.

By Order of the Board of Directors ForMajesticResearchServicesandSolutionsLimited

Sarang PanchalManaging Director

(DIN: 00046744)

Mumbai, 3rd September, 2016

20


ANNEXURE II TO THE NOTICE

Details of the Directors seeking appointment/re-appointment at the forth coming Annual General Meeting

Annexure of Item No: 02

Name of Director Rajendra Kumar SharmaDIN 06879460Date of Birth 17/04/1973DateoffirstAppointment 13/06/2014Qualification Bachelor of Engineering and Master’s Degree in

Management StudiesExpertiseinspecificfunctionalareasandExperience He has more than 15 Years of experience in Finance,

Banking, Investments.Directorship held in other Companies Atrevido Research and Consultants Private LimitedCommittee positions held in other Companies NilNo. of Equity Shares held in the Company as on 31/03/2016

9,14,945 Equity Shares

21


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

ANNUAL GENERAL MEETINGROUTE MAP:LANDMARK :

22


To,The Members,

Majestic Research Services and Solutions Limited (MRSS India)

Your Directors have pleasure in submitting the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2016.

1. FINANCIAL SUMMARY

(Amount in `)

Particulars 2015-16 2014-15Total Revenue 11,27,49,669 5,50,76,925Total Expenses 8,46,01,162 4,73,18,221Profit or Loss before Exceptional and Extraordinary items and Tax

2,81,48,507 77,58,704

Less: Exceptional Items - -Less: Extraordinary Items

- -

Profit or Loss before Tax 2,81,48,507 77,58,704Less: Current Tax (93,98,408) (30,06,134)Deferred Tax (Liability)/ Asset

2,51,597 5,77,122

Profit or (Loss) After Tax 1,90,01696 53,29,692Add: Balance as per last Balance Sheet

68,10,719 14,81,027

Less: Transfer to Reserves

- -

Balance Transferred to Balance Sheet

2,58,12,415 68,10,719

2. REVIEW OF OPERATIONS

During the year under review, revenue of the Company was ` 11,27,49,669/- as compared to ` 5,50,76,925/- in the corresponding previous year. The Company earned profit after tax of ` 1,90,01696/-as compared to ` 53,29,692/- in the previous year. The Company’s Reserves and Surplus increased from ` 2,58,12,415/- to ` 68,10,719/-. 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.

3. DIVIDEND

No Dividend is recommended by the directors for the year under review as the Board of Directors wants to plough back the profit in the business growth.

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

The provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no dividend declared and paid last year.

5. SHARE CAPITAL AND INTIAL PUBLIC OFFER

The Authorized share capital of the Company was increased on 28th September, 2015 form ` 4,50,00,000 (Rupees Four Crore Fifty Lakhs Only) divided into 45,00,000 ( Forty Five Lakhs) equity shares of ` 10/-(Rupees Ten Only) each to ` 15,00,00,000/- (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) equity shares of ` 10/- (Rupees Ten Only).

During the Year, the company has completed the Initial Public Issue (IPO) and raised a total capital of ` 142.80 Lakhs comprises of fresh issue of 11,20,000 Equity Shares of face value of ` 10/- (Rupees Ten Only) each for cash at a premium of ` 2.75/- Per Share. The equity shares of the company were listed on BSE SME Platform effective from 16th July, 2015 and subsequent to this the paid share capital of the Company is increased from 3,00,20,000 (Rupees Three Crore Twenty Thousand Only) divided into 30,02,000 (Thirty Lakhs Two Thousand) equity shares of ` 10 (Rupees Ten Only) each to ` 4,12,20,000 (Rupees Four Crore Twelve Lakhs Twenty Thousand) divided into 41,22,000 (Forty One Lakhs Twenty Two Thousand) equity shares of ` 10/- (Rupees Ten Only) each.

6. USE OF PROCEEDS

The proceeds from the Initial Public Issue (IPO) of the Company have been deployed for the purpose of the objects as stated in the prospectus dated 24th June, 2015.

7. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

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

BOARD’S REPORT

23


8. FINANCE

Cash and Bank Balance as at 31st March, 2016 was ` 64,23,537/-

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. PARTICULARSOFLOANS,GUARANTEESOR INVESTMENTSMADEUNDERSECTION186OFTHECOMPANIESACT,2013

Following are the particulars of loans, guarantees and investments under sec 186 of the Companies Act, 2013.

A) LoansProvided:-

Sr. No

Name of Parties Opening Balance

(In `)

Amount of Transaction

during the Year (In `)

Amount of Repayment

(In `)

Closing Balance

(In `)

1 Pure Online Panel Research Services Private Limited

NIL 2,141,521/- NIL 2,141,521/-

2 Atrevido Research and Consultants Private Limited (Earlier Known as Emtee Research and Consultants Private Limited

NIL 1,51,302/- NIL 1,51,302/-

B) GuaranteesProvided:-NIL

C) InvestmentsMade:-

Sr. No

NatureofInvestment Opening Balance (In `)

Amount of Transaction

during the Year (In `)

Closing Balance (In `)

1 Atrevido Research and Consultants Private Limited.(Investment in wholly Owned Subsidiary)

70,000/- 30,000/- 1,00,000/-

2 Scent Analysis Majestic Private Limited.(Investment in Joint Venture Entity) 50,000/- NIL 50,000/-

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, TECHNOLOGYABSORPTION, FOREIGN EXCHANGEEARNINGS 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.

There was foreign exchange inflow of ̀ 5,51,64,270 for exports and Outflow of ` 35,02,005 for project expenses during the year under review.

24


13. INDUSTRIAL RELATION

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

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

RetirebyRotation:-

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. - Rajendra Kumar Sharma, Whole Time Director (DIN: 06879460) of the company is liable to retire by rotation in the fourth coming Annual General Meeting and being eligible, he offer himself for re-appointment.

15. COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF

Board of Directors:

Category Name of Director

Executive and Non Independent Director

Mr. Rajendra Kumar Sharma

Mr. Sarang Panchal

Non-Executive and Independent Director

Mr. Rupesh Bhujbal

Ms. Priamvada Princeton

Mr. Rajesh Oberoi

Audit Committee:

Sr. No.

Name Status in Committee

1 Rupesh Bhujbal Chairman

2 Priamvada Princeton Member

3 Rajesh Oberoi Member

4 Sonali Gamne Secretary

Nomination And Remuneration Committee:

Sr. No.


1 Rupesh Bhujbal Chairman

2 Priamvada Princeton Member

3 Rajesh Oberoi Member

4 Sonali Gamne Secretary

Stake Holders Relationship Committee:

Sr. No.


1 Rupesh Bhujbal Chairman2 Priamvada Princeton Member3 Rajesh Oberoi Member4 Sonali Gamne Secretary

16. DECLARATION OF INDEPENDENT DIRECTORS All Independent Directors have given declarations

that they meet criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

17. BOARD EVALUATION Pursuant to the provisions of the Companies Act,

2013, the Board has carried out an evaluation of its own performance, the directors individual as well as the evaluation of the working of its Committees. The performance evaluations of independent Directors were also carried out and the same was noted.

18. NOMINATION AND REMUNERATION COMMITTEE

The Board has on the recommendation of the and remuneration committee framed a policy for selection and appointment of directors, Senior Management and their remuneration.

19. MEETINGS OF THE BOARD Twelve 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.

20. 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 March31, 2016, 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

25


and fair view of the state of affairs of the company as at March 31, 2016 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.

21. 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”.

22. SUBSIDIARY AND JOINT VENTURE COMPANIES WHOLLY OWNED SUBSIDARY • ATREVIDO RESEARCH AND

CONSULTANTS PRIVATE LIMITED (ARCPL) (Earlier Known as Emtee Research&ConsultantsPrivateLimited)

Company was incorporated on 12th August, 2014. The Company earned a profit after tax of ` 1,18,673/- Your company also acquired balance 30% stake in Subsidiary and made it wholly owned subsidiary effective from 8th February, 2016. The name of the wholly owned subsidiary Company Emtee Research and Consultants Private Limited has been changed to "Atrevido Research And Consultants Private Limited" effective from 19th February, 2016. The Company is engaged in providing market research services with a purpose of providing complete, fast and accurate information to clients using latest

digital technology based on Android platform. The silent features of financial statement of subsidiary and joint venture in form AOC-1 is attached as “Annexure A” which forms part of this report.

JOINT VENTURE • SCENT ANALYSIS MAJESTIC PRIVATE

LIMITED (SAMPL) Company was incorporated on 10th October,

2014. Company is at early stage and just commence operations so, there is loss of ` 6,50,500/-. Your company holds 50% of equity shares in SAMPL since 10th October, 2014. The company is the Jointly Controlled Entity and it is incorporated by way of Joint Venture agreement entered into between Majestic Research Services and Solutions Limited and Analysis the Scent Company International Gmbh. The Company is engaged in providing market research services with a purpose to help clients at all stages of development. It fills the research gap between sensory science and traditional market research, providing rich and detailed consumer insights for product (sensorial) development. The silent features of financial statement of subsidiary and joint venture in form AOC-1 is attached as “Annexure A” which forms part of this report.

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 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 In terms of Section 178(3) of the Companies

Act, 2013 and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a policy on Director’s, Key Managerial Personnel and Senior Management Employee’s appointment and remuneration including criteria for determining their qualifications, positive attributes, independence and other prescribed matters was

26


formulated and recommended by the Nomination and Remuneration Committee and adopted by the Board of Directors at their respective meetings held on 26th December, 2015.

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 ANDREDRESSAL)ACT,2013

The Company has constituted Internal Complaints Committee under and as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no instance of compliant or report under the said Act was registered in any of the units of the Company.

27. STATUTORY AUDITORS M/s .R. T. Jain, Chartered Accountants, (having

Firm Reg. No. 103961W) as Statutory Auditors of the Company, holds office from the conclusion of this 3rd Annual General Meeting until the conclusion of the 8thAnnual General Meeting subject to annual ratification by members of the company at every Annual General Meeting. The Company has received letter from M/s R. T. Jain, Chartered Accountants., to the effect that of appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.

28. SECRETARIAL AUDIT In terms of Section 204 of the Companies Act, 2013

and Rules made there under, Ms. Rupal D Jhaveri, Practicing Company Secretary, Mumbai have been appointed as a Secretarial Auditors of the Company in the meeting of the Board of Directors held on 5th September, 2015. The report of the Secretarial Auditor is enclosed as “Annexure-D”.

29. INTERNAL AUDITOR In terms of Section 138 of the Companies Act, 2013

and Rules made there under, M/s. Lalit Parmar and Associates, Chartered Accountants, Mumbai have been appointed as an Internal Auditors of the Company in the meeting of the Board of Directors held on 5th September, 2015. 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. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS ORADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks made by the Auditors in their report except outstanding statutory dues of ` 25,40,488/- as on March 31, 2016 for a period of more than six months from the date they became payable.

31. EXTRACT OF ANNUAL RETURN The details forming part of extract of Annual

Return in Form MGT – 9 is annexed herewith as “Annexure C”.

32. PARTICULARS OF EMPLOYEES There was no employee who was employed

throughout the year or part thereof and in receipt of remuneration aggregating to ` 60,00,000/- p.a or more or who was employed for part of the year and in receipt of remuneration aggregating to ` 5,00,000/- p.m or more.

PARTICULARS AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL)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.

33. 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.

27


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

Aggregatenumberofshareholders and the outstanding shares in the suspense account lyingatthebeginning

of the year

Numberofshareholders who approached listed

entity for transfer of shares from suspense

account during the year

Numberofshareholders to whom

shares were transferred from suspense account

during the year

Aggregatenumberofshareholders and the outstanding shares in the suspense account lying at the end of the

year

NIL NIL NIL NIL

35. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135(1) and 135(5) 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.

36. 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.

ForandonbehalfoftheBoard

RajendraKumarSharma(Chairman and Whole Time Director)

DIN: 06879460

Mumbai, 3rd September, 2016

28


“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)

PART “A”:- SUBSIDARYSr. No.

Particulars FY 2015-2016

1 Name of the Subsidiary ATREVIDO RESEARCH AND CONSULTANTS PRIVATE LIMITED

(Earlier Known as Emtee Research & Consultants Private Limited)

2 Reporting Period 01-04-2015 to 31-03-20163 Reporting Currency & Exchange Rate INR4 Share Capital as on 31-03-2016 100,000/-5 Reserve & Surplus as on 31-03-2016 (8,433)6 Total Assets as on 31-03-2016 603,456/-7 Total Liabilities as on 31-03-2016 511,889/-8 Details of Investments*as on 31-03-2016 100,000/-9 Turnover from 01-04-2015 to 31-03-2016 830,416/-10 P/(L) before Tax from 01-04-2015 to 31-03-2016 112,033/-11 Provision for Taxation Including Deferred Tax 6,640/-12 P/(L) after Tax from 01-04-2015 to 31-03-2016 118,673/-13 Proposed Dividend NIL14 % of Shareholding 100.00%

*9,999 Equity Shares of ` 10/- each acquired at Par of Atrevido Research and Consultants Private Limited (ERCPL).1. Name of Subsidiaries which are yet to commence operations:- NIL2. Name of subsidiaries which have been liquidated during the Year 2015-16 :- NIL3. *Company entered into a share subscription and shareholder’s agreement on January 23, 2015 with Mr.

Mukund Tripathi and Mrs. Deepa Tripathi for acquisition of 7,000 shares comprising 70% of holding of Atrevido Research & Consultants Private Limited and further on February 08, 2016 company had acquired balance 30% holding of Atrevido Research & Consultants Private Limited and consequent to this it becomes wholly owned subsidiary of Majestic Research Services and Solutions Limited.

PART “B”:- JOINT VENTURES(Statement pursuant to section 129(3) of the Companies Act, 2013 related to Associate companies and Joint Ventures)Sr. No.

Particulars FY 2015-2016

1 Name of Jointly Controlled Entity (JV) Scent Analysis Majestic Private Limited2 Latest Audited Balance Sheet Date 31-03-20163 Share of Associate / Joint Venture held by Company on the Year end

- Number of Shares 5,000 Equity Shares- Amount of Investment in Joint Venture 50,000/-- Extend of Holding 50.00%

4 Description of how there is significant influence NA5 Net Worth attributable to shareholding as per latest audited Balance

Sheet(320,769)/-

6 Profit / (Loss) for the Year attributable to shareholding (325,250)/-7 Considered in Consolidation Yes1. Name of Joint Ventures which are yet to commence operations:- NIL2. NameofsubsidiarieswhichhavebeenliquidatedduringtheYear2015-16:-NIL

For and on behalf of the Board

RajendraKumarSharma (Chairman and Whole Time Director)Mumbai, 3rd September, 2016 DIN: 06879460

29


“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:

1. Name(s) of the related party and nature of relationship: Nil2. Nature of contracts/arrangements/transactions Nil3. Duration of the contracts / arrangements/transactions Nil4. Salient terms of the contracts or arrangements or transactions including the value, if

any-Nil

5. Justification for entering into such contracts or arrangements or transactions Nil6. Date(s) of approval by the Board Nil7. Amount paid as advances, if any Nil8. Date on which the special resolution was passed in general meeting as required under

first Proviso to section 188Nil

Details of material contracts or arrangement or transactions at arm’s length basis:

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

(b) Nature of contracts/arrangements/transactions:

Purchase and sales of products were at arm’s length price.

Name of the Related party Nature of Transaction Nature of relationshipMajestic Market Research Support Services Limited

Sales of Services Parent Company

Atrevido Research & Consultants Private Limited

Purchase (Project Expenses) Wholly Owned Subsidiary

(c) Duration of the contracts / arrangements/transactions:

Name of the Related party Nature of Transaction DurationMajestic Market Research Support Services Limited

Sales of Services Undecided


Purchase (Project Expenses) Undecided

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: All the aforesaid transactions were done at Market Price.

(e) Date(s) of approval by the Board (if any): - 20/04/2015

(f) Amount paid as advances, if any: - Nil

(g) Date on which the special resolution was passed in general meeting (if any): - NA

30


“Annexure C to Board’s Report”

FORM NO. MGT – 9

EXTRACTOFANNUALRETURNASONTHEFINANCIALYEARENDEDMARCH31,2015

I. REGISTRATION AND OTHER DETAILS:i CIN U72200KA2012PLC063818ii Name of the Company Majestic Research Services and Solutions Limitediii Registration Date 02/05/2012iv Category / Sub-Category of the Company Public Company/Company having share capitalv Addressoftheregisteredofficeandcontactdetails 2nd Floor, Kalpak Arcade, No. 46/17, Church Street

Bangalore Karnataka - 560001vi Whether listed company Novi Name, Address and Contact details of

Registrar and Transfer Agent, if any:BigshareServicesPrivateLimitedE/2, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai 400072Tel No. +91-22-40430200Email: [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:

SN. Name and Description of main products/Services

NIC Code of the Products/Services

%tototalturnoverofthecompany

1. Market Research 9981 100%

III. PARTICULARSOFHOLDING,SUBSIDIARYANDASSOCIATECOMPANIES

SN. Name and Address of the Company

CIN /GLN Holding/Subsidiary/Associate Companies

% of shares held

ApplicableSections

1. Majestic Market Research Support Services Limited

U74130MH2003PLC143000 Holding Company 50.64 2(46)

2. Atrevido Research And Consultants Private Limited (earlier known as Emtee Research And Consultants Private Limited)

U74900DL2014PTC270244. Wholly Owned Subsidiary Company

100.00 2(87)

3. Scent Analysis Majestic Private Limited

U72200MH2014PTC258626 Joint Venture 50.00 2(6)

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

i) Shareholding wise details

Category of Shareholders No.ofSharesheldatthebeginningoftheyear

No. of Shares held at the end of the year % change during the year

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

SharesA. Promoters(1) Indian 0 0 0 0 0 0 0 0 0 0

a) Individual/HUF 9,14, 496 0 9,14, 496 30.43 9,14, 496 0 9,14, 496 22.19 0 0

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

c) Bodies Corporates 20,87,500 0 20,87,500 69.54 20,87,500 0 20,87,500 50.64 0 0

d) Bank/FI 0 0 0 0 0 0 0 0 0 0

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

SUB TOTAL: (A) (1) 30,01,996 0 30,01,996 99.99 30,01,996 0 30,01,996 72.83 0 0(2) Foreign 0 0 0 0 0 0 0 0 0 0

a) NRI- Individuals 0 0 0 0 0 0 0 0 0 0

b) Other Individuals 0 0 0 0 0 0 0 0 0 0

c) Bodies Corp. 0 0 0 0 0 0 0 0 0 0

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

e) Any other… 0 0 0 0 0 0 0 0 0 0

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

30,01,996 0 30,01,996 99.99 30,01,996 0 30,01,996 72.83 0 0

B. PUBLIC SHAREHOLDING 0 0 0 0 0 0 0 0 0

(1) Institutions 0 0 0 0 0 0 0 0 0 00

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

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

C) Cenntralgovt 0 0 0 0 0 0 0 0 0 0

d) State Govt. 0 0 0 0 0 0 0 0 0 0

e) Venture Capital Fund 0 0 0 0 0 0 0 0 0 0

f) Insurance Companies 0 0 0 0 0 0 0 0 0 0

g) FIIS 0 0 0 0 0 0 0 0 0 0

h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0 0

i) Others (specify) 0 0 0 0 0 0 0 0 0 0

SUB TOTAL (B)(1): 0 0 0 0 0 0 0 0 0 0(2) Non Institutions 0 0 0 0 0 0 0 0 0 0

a) Bodies corporates 0 0 0 0 0 0 0 0 0 0

i) Indian 0 0 0 0 60,000 0 60,000 1.46 60,000 1.46

ii) Overseas 0 0 0 0 0 0 0 0 0 0

b) Individuals 0 4 4 0 0 0 0 0 0 0

i) Individual shareholders holding nominal share capital upto ` 1 lakhs

0 4 4 0 4,55,000 4 4,55,004 11.04 4,55,000 11.04

ii) Individuals shareholders holding nominal share capital in excess of ` 1 lakhs

0 0 0 0 5,85,000 0 5,85,000 14.19 5,85,000 14.19

c) Others (specify)i) Clearing Member 0 0 0 0 5000 0 5000 0.12 5,000 0.12

ii) NRI 0 0 0 0 15000 0 15000 0.36 15,000 0.36

SUB TOTAL (B)(2): 0 0 0 0 11,20,000 4 11,20,004 27.17 11,20,000 27.17TotalPublicShareholding(B)=(B)(1)+(B)(2)

0 4 4 0 11,20,000 4 11,20,004 27.17 11,20,000 27.17

C. SharesheldbyCustodianforGDRs & ADRs

0 0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 0 30,02,000 30,02,000 100 41,21,996 4 41,22,000 100 11,20,000 27.17

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ii) Shareholding of Promoters

Sr. No.

Shareholders Name Shareholdingatthebeginningof the year

Shareholding at the end of the year

% change in share holding during the year

No. of shares

% of total shares of the company

% of shares pledged/ encumberedtototal shares

No. of shares

% of total shares of the company

% of shares pledged/encumberedto total shares

1 Majestic Market Research Support and Services Limited

2,087,500 69.54 0 2,087,500 50.64 4.70 18.90

Mr. Rajendra Kumar Sharma 914,495 30.45 0 914,495 22.19 0 8.24

5 Mr. Sarang Panchal 1 0 0 1 0 0 0

Total 3,001,996 99.99 0 3,001,996 72.83 4.70 27.14

iii) ChangeinPromoters’Shareholding(Pleasespecify,ifthereisnochange)

Sl. No

Shareholding at the end of the year

CumulativeShareholdingduring the year

For Each of the Directors & KMP No. of shares % of total shares of the company

No of shares % of total shares of the company

1.

Majestic Market ResearchSupportandServicesLimitedAt the beginning of the year 2,087,500 69.54 2,087,500 69.54

Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

No change in Number of shares

held

Percentage of shareholding

Changed due to allotment of shares on 14th

July, 2015


held



July, 2015 At the end of the year 2,087,500 50.64 2,087,500 50.64

2.RajendraKumarSharmaAt the beginning of the year 914,495 30.43 914,495 30.43


No change in Number of share

held



July, 2015


held



July, 2015 At the end of the year 914,495 22.19 914,495 22.19

3..Sarang PanchalAt the beginning of the year 1 0 1 0


No change No change No change No change

At the end of the year 1 0 1 0

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iv) ShareholdingPatternoftoptenShareholders(otherthanDirectors,PromotersandHoldersofGDRsand ADRs):

For Each of the Top 10 Shareholders Shareholding at the beginningoftheyear


Sr. No

Name Date wise increase / decrease in shareholding during the year specifying the reason for increase / decrease (e.g. allotment/transfer/bonus/sweat equity etc)

No of shares

during the year

Reason NumberofShares

% of total shares of the

company

NumberofShares


company

1 Chander Mohan Bhatia 01-Apr-15 0 NA 0 0 0 0Increase/Decrease In Shareholding during the year

14-Aug-15 20,000 Transfer 20,000 0.4904-Sep-15 20,000 Transfer 40,000 0.9711-Sep-15 10,000 Transfer 50,000 1.2121-Sep-15 10,000 Transfer 60,000 1.4609-Oct-15 30,000 Transfer 90,000 2.1806-Nov-15 10,000 Transfer 100,000 2.4331-Dec-15 5,000 Transfer 105,000 2.5504-Mar-16 15,000 Transfer 120,000 2.91

At the end of the year 31-Mar-16 120,000 0 0 120,000 2.912 Kokila Gupta 01-Apr-15 0 NA 0 0 0 0

Increase/Decrease In Shareholding during the year

18-Sep-15 60,000 Transfer 60,000 1.4623-Oct-15 10,000 Transfer 70,000 1.725-Dec-15 10,000 Transfer 80,000 1.9431-Mar-16 5,000 Transfer 85,000 2.06

At the end of the year 31-Mar-16 85,000 0 0 85,000 2.063 Harshil Mahesh Shah 01-Apr-15 0 NA 0 0 0 0


17-Jul-15 60,000 Transfer 60,000 1.46

At the end of the year 31-Mar-16 60,000 0 0 60,000 1.464 Harsh Mahesh Shah 01-Apr-15 0 NA 0 0 0 0


17-Jul-15 50,000 Transfer 50,000 1.21

At the end of the year 31-Mar-16 50,000 0 0 50,000 1.215 Vikram Navalchand Shah 01-Apr-15 0 NA 0 0 0 0


17-Jul-15 50,000 Transfer 50,000 1.21

At the end of the year 31-Mar-16 50,000 0 0 50,000 1.216 Mina Mehta 01-Apr-15 0 NA 0 0 0 0


28-Aug-15 10,000 Transfer 10,000 0.2411-Sep-15 10,000 Transfer 20,000 0.4909-Oct-15 20,000 Transfer 40,000 0.97

At the end of the year 31-Mar-16 40,000 0 0 40,000 0.977 Pradipkumar Dhirajlal Mehta 01-Apr-15 0 NA 0 0 0 0


28-Aug-15 20,000 Transfer 20,000 0.4904-Sep-15 10,000 Transfer 30,000 0.7311-Sep-15 10,000 Transfer 40,000 0.9715-Jan-16 -5,000 Transfer 35,000 0.8512-Feb-16 5,000 Transfer 40,000 0.97

At the end of the year 31-Mar-16 40,000 0 0 40,000 0.97

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For Each of the Top 10 Shareholders Shareholding at the beginningoftheyear


Sr. No

Name Date wise increase / decrease in shareholding during the year specifying the reason for increase / decrease (e.g. allotment/transfer/bonus/sweat equity etc)

No of shares

during the year

Reason NumberofShares


company

NumberofShares


company

8 Ecap Equities Limited 01-Apr-15 0 NA 0 0 0 0Increase/Decrease In Shareholding during the year

17-Jul-15 60,000 Transfer 60,000 1.4628-Aug-15 -20,000 Transfer 40,000 0.97

At the end of the year 31-Mar-16 40,000 0 0 40,000 0.979 Sahil Gupta 01-Apr-15 0 NA 0 0 0 0


17-Jul-15 20,000 Transfer 20,000 0.4928-Aug-15 10,000 Transfer 30,000 0.7312-Feb-16 5,000 Transfer 35,000 0.85

At the end of the year 31-Mar-16 35,000 0 0 35,000 0.8510 Deshpande Narayan

Bhalchandra01-Apr-15 0 NA 0 0 0 0


09-Oct-15 20,000 Transfer 20,000 0.49

31-Mar-16 15,000 Transfer 35,000 0.85At the end of the year 31-Mar-16 35,000 0 0 35,000 0.85

V. INDEBTEDNESS

Indebtedness of the Company includinginterestoutstanding/accruedbutnotdueforpayment

Secured Loans

excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtnessat thebeginningof thefinancialyeari) Principal Amount 9,843,002 2,405,401 0 12,248,403ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0Total (i+ii+iii) 9,843,002 2,405,401 0 12,248,403ChangeinIndebtednessduringthefinancialyearAdditions 0 33,224,085 0 33,224,085(Reduction) (2,867,680) (35,529,201) 0 (38,396,881)Net Change (2,867,680) (2,305,116) 0 (5,172,796)Indebtednessattheendofthefinancialyeari) Principal Amount 6,975,322 100,285 0 7,075,607ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0Total (i+ii+iii) 6,975,322 100,285 0 7,075,607

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VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. RemunerationtoManagingDirector,Wholetimedirectorand/orManager:

Sr. No

Particulars of Remuneration Name of the MD/WTD/Manager Total Amount

Mr.RajendraKumar Sharma

(Whole Time Director and

Chief Financial Officer)

Mr. Sarang Panchal

(Managing Director)

1 Gross salary 1,942,600 3,765,260 5,707,860(a) Salary as per provisions contained in section

17(1) of the Income Tax. 1961.0 0 0

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

0 0 0

(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

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

as % of profit 0 0others (specify) 0 0 0

5 Others, please specify 0 0 0Total (A) 1,942,600 3,765,260 5,707,860Ceiling as per the Act 60,00,000

B. Remuneration to other director

Note: Sitting Fees Paid to the Directors was excluded from the Total Managerial Remuneration.

Sr. No.

Particulars of Remuneration Name of the Directors

1 Independent Directors Rupesh Bhujbal

PriamvadaPriceton

RajeshOberoi

Total

(a) Fee for attending board committee meetings

0 0 0 0

(b) Commission 0 0 0 0(c) Others, please specify 0 0 0 0Total (1) 0 0 0 0

2 OtherNonExecutiveDirectors 0 0 0 0(a) Fee for attending board committee

meetings0 0 0 0

(b) Commission 0 0 0 0(c ) Others, please specify. 0 0 0 0Total (2) 0 0 0 0Total (B)=(1+2) 0 0 0 0Total Managerial Remuneration 0 0 0 0

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

Sr. No.

Particulars of Remuneration Key Managerial Personnel

1 Gross Salary Company Secretary Total(a) Salary as per provisions contained in section 17(1) of the

Income Tax Act, 1961.3,61,669 3,61,669

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 0 0(c ) Profits in lieu of salary under section 17(3) of the 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 00 0

Total 3,61,669 3,61,669VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Brief Details of Penalty /

Authority Appealmade,

Companies Act

Description Punishment/ Compounding

[RD / NCLT/ COURT]

ifany(giveDetails

fees imposedA. Company

Penalty - - - - -Punishment - - - - -Compounding - - - - -

B. DirectorPenalty - - - - -Punishment - - - - -Compounding - - - - -

C. OtherOfficersinDefaultPenalty - - - - -Punishment - - - - -Compounding - - - - -

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“Annexure D to Board’s Report”

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,MAJESTIC RESEARCH SERVICES AND SOLUTIONS LIMITED

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 (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 MAJESTIC RESEARCH SERVICES AND SOLUTIONS LIMITED 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 financial year ended on March 31, 2016 (‘Audit period’) 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 maintained by MAJESTIC RESEARCH SERVICES AND SOLUTIONS LIMITED for the financial year ended on March 31, 2016 according to the provisions of:

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

(ii) Foreign Exchange Management Act, 1999 (‘FEMA’) and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, overseas Direct Investment and External Commercial Borrowings;

(iii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

(iv) The Depositories Act, 1996 and the Regulations and Bye- Laws framed there under;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 to the extent applicable:-

(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 (Share Based Employee Benefits) Regulations, 2014;

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

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

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

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

(i) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

38


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

(vii) Other laws to the extent applicable to the Company as per the representations made by the Company;

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 Stock exchanges;

During the period under review the Company has generally complied with the above mentioned Secretarial Standards issued by The Institute of Company Secretaries of India.

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

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directorsand 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.

Notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least 7 days 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.

As per the minutes of the meeting duly recorded and signed by the Chairman the decisions of the Board were unanimous and no dissenting views have been recorded.

I further report 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:

1. The Company has issued equity shares through Initial Public Offer (IPO) subsequent to which it got listed on SME segment of Bombay Stock Exchange (BSE).

2. The Company have increased its authorised capital from ̀ 4,50,00,000/- to ̀ 15,00,00,000/- by passing ordinary resolution at the Annual General Meeting held on 28th September, 2015.

Rupal Dhiren Jhaveri FCS No: 5441

Certificate of Practice No. 4225

Mumbai, 3rd September,2016

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

39


To,The MembersMAJESTIC RESEARCH SERVICES AND SOLUTIONS LIMITED

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

‘Annexure A’

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 processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. 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 procedures on test basis.

6. 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.

Rupal Dhiren Jhaveri FCS No: 5441

Certificate of Practice No. 4225

Mumbai, 3rd September,2016

40


“Annexure E to Board’s Report”

DETAILSOFTHEREMUNERATIONOFDIRECTORS,KMP’SANDEMPLOYEES

{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 2015-16, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2015-16 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 2015-16 (In `)

% Increase in Remuneration in the FY 2015-16

Ratio of Remuneration

of each Director to median

remuneration if employees

Comparison of the

Remuneration of the KMP against Performance of the Company

1 Sarang Panchal (Managing Director and Chief Executive Officer)

37,65,260/- (18.86)% 16.35:1 Profit Before Exceptional items and Tax increased by 262.80% and Profit After Tax increased by 256.53%.

2 Rajendra Kumar Sharma (Whole Time Director and Chief Financial Officer)

19,42,600/- 293.67% 8.45:1

3 Sonali Gamne (Company Secretary)

3,61,669/- # 1.57:1

# Details not given as Sonali Gamne was Company Secretary only for part of the FY 2014-15 i.e., with effect from February, 2015.

2) The median remuneration of employees of the Company during the Financial Year was ` 2.30 Lakhs. In the FY 2015-16, the median remuneration of employees was 55.43% higher compared to previous year.

3) There were 30 permanent employees on the Payroll of the Company as on 31 March 2016.

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 31-03-2016 As on 31-03-2015 VariationMarket Capitalization 292,662,000 NA* NA*P/E Ratio 14.20 NA* NA*

* The Equity Shares of the Company got listed with effective from 16th July, 2015. Hence, comparison of Market Capitalization and price earnings ratio is not applicable.

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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 Value

1 Market Price as on 31/03/2016 ` 71.002 Rate at which equity shares were offered to public at Initial Public offer ` 12.753 Increase / Decrease (in %) 456.86%

6) 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 13.75% 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:

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

Officer3.33% 13.37%

Rajendra Kumar Sharma Whole Time Director and Chief Financial Officer

1.72% 6.90%

Sonali Gamne Company Secretary 0.32% 1.28%

As the Company is in its nascent stage and listed a year ago 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 19.76% from ` 51.77 Lakhs in 2014-15 to ` 62.00 Lakhs in 2015-16 whereas the Profit before Exceptional Items and Tax increased by 262.80% from ` 77.58 Lakhs in 2014-15 to ` 281.48 Lakhs in 2015-16.

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.

ForandonbehalfoftheBoard

RajendraKumarSharma(Chairman and Whole Time Director)

DIN: 06879460Mumbai, 3rd September, 2016

42


MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Macro-EconomicOverview

The Indian economy achieved a GDP growth of 7.6% in 2015-16 against 7.2% achieved in 2014-15. The Macroeconomic stability has improved substantially with the continuance of fiscal prudence, lower inflation, lower current account deficit, and robust foreign exchange reserves. In light of the stable performance of the economy, buoyant tax revenues, increasing foreign direct investment flows and the Government’s push for reforms in crucial areas including banking, infrastructure, power and taxation, the near term prospects for the economy look bright. Several multilateral institutions have projected strengthening of growth in India. However, global economy is still struggling to gain momentum as many developed countries continue to grapple with legacies of the global financial crisis and emerging economies are less dynamic than in the past. But the global economy shows two positive trends. First, the structural shift from the developed world towards the emerging world continues. Second, the cyclical climb out of the prolonged recession is progressing. Over the longer term, globalization, demographic shifts and technology are expected to drive economic growth.

IndustryOverview

The Market Research sector has been traditionally dominated by international players and unorganized service specific players. The market research agencies pan India; cover all the main areas of marketing - spanning B2B and industrial research, social research, media research, brand research, corporate and employee research, channel and retail research, product and packaging research, pricing research and business-specialized consumer research.

The India Market research industry has recovered from the recession years of 2008-2010 and is back on the growth tack with revenues in 2013 of US $ 252 million rising to US $ 267 million in 2014. During the last couple of years, there has been a consolidation between market research agencies in their scale of operations and data management practices.

India is the 17th largest market globally and 5th largest within Asia as per “Global Market Research 2015” of ESOMAR. Market Research is extending from its long-established base in Consumer Durable or FMCG companies, to newer industries including IT, Hospitality, Healthcare, Aviation, Logistics, and several other industries.

CompanyOverview

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 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.

Mr. Sarang Panchal - Managing Director

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We exhaustively rely on usage of technology for data acquisition offering reliability, validity and faster turnaround times to its clients. 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. 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. 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 capitalize on industry trends.

We are doing significant investments in resources and associates all over India, supported by strength of Majestic MRSS, having two decades of experience with presence in 18 major countries in 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. During the year some of our top clients are DIAL, HPCL, Google, Zee Group, Myntra, Tata Motors, Hindustan Handlooms, Volkswagen, Bajaj Group etc.

Highlightsonfinancialperformance:-

During financial year 2015-2016, your company has earned Profit after Tax of ` 19 million as compared to ` 5.32 million in previous Year.

Particulars FY 2014-15 FY 2013-14Revenue (In millions). 112.74 55.07EBITDA Margin (%) 24.97 14.09Profit After Tax (%) 16.85 9.68EPS (`) 5.00 1.78Book Value Per Share (`)

16.26 12.26

Business Outlook

Your company is making successful in-roads in domestic market research industry which presently is dominated by international firms and unorganised players. Therefore, we expect that the demand for our services will remain strong in spite of competition and pressure on pricing and margins. We have a three-pronged strategy of driving revenue growth from deepening & expanding client relationships and investing in newer services and

technology tie-ups, while continued vigil on our cost structure. To materialise our vision of being first choice of business managers, we focus on several strategic pillars namely : - evolutionary work culture to keep introducing better insight paradigms, leverage client relationships to selectively offer industry specific solutions and building team of resourceful specialist in different verticals including FMCG, Ecommerce Media & Entertainment, Banking & Financial Services, IT & Sensory, Automotive, Pharma & Healthcare.

Risk Factors

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.

Industrial Relations

During the year under review, your company had cordial and harmonious relations at all levels of the organization.

Forward Looking and cautionary statement

Statement in the management discussion and analysis report detailing the company’s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable laws and regulations. These statements are based on certain assumptions, Projections and estimates. Actual results may vary from those expressed or implied depending upon the economic conditions, Government policies and other incidental factors.

44


To the Members ofMajestic Research Solutions and Services Limited

We have audited the accompanying standalone financial statements of Majestic Research Solutions and Services Limited (“the Company”), which comprise the balance sheet as at March 31, 2016, the statement of profit and loss and the statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to 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.

Auditors 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 thereunder.

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

INDEPENDENT AUDITOR’S REPORTthe standalone 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 financial control relevant to the Company’s preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation 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.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2016; and

b) in the case of the statement of profit and loss, of the profit for the year ended on that date.

c) in the case of statement of cash flows, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditors Report)

Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

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

a) we have sought and 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 and the statement of cash flows dealt

45


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 31 March, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2016, 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”.

g) with respect to the other matters to be included in Auditors 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 according to explanations given to us:

i. The Company does not have any pending litigations;

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

iii. The Company was not required to transfer any amount to Investor Education and Protection Fund.

For R T Jain & CoChartered Accountants

FRN : 103961W

(CA Bankim Jain)Partner

Mumbai, May 11, 2016. Mem No. : 139447

ANNEXURE A TO THE AUDITOR’S REPORT

Referred to in paragraph 1 of our report of even date on the accounts of the company for the year ended March 31, 2016

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

i. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) According to the information and explanation received by us, as the company owns no immovable property, the requirement on reporting whether title deeds of immovable properties held in the name of the company is not applicable.

ii. As the company is engaged in service sector, requirement of reporting on physical verification of stocks or maintenance of inventory records, in our opinion, does not arise.

iii. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has given loan of ` 21.41 Lakhs to one body corporate covered in the register maintained under Section 189 of the Companies Act, 2013. In the absence of loan agreement or any other document stating the terms and conditions in relation to the said loan we are unable to comment upon matter in para 3(iii)(a), (b) and (c) of the Order.

iv. The company has not given any loans, made any investments and provided any guarantee and security under section 185 and 186 of Companies Act, 2013.

v. Based on our scrutiny of the company’s records and according to the information and explanations provided by the management, in our opinion, the company has not accepted any deposits within the meaning of Rule 2 (b) of Companies (Acceptances of Deposits) Rules, 2014 so far upto March 31, 2016.

vi. According to the information and explanations provided by the management, the company is not engaged in production of goods or provision of any

46


such services for which the Central Government has prescribed particulars relating to utilization of material 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 comment on maintenance of such records are required.

vii. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on March 31, 2016 for a period of more than six months from the date they became payable, except for the following:

Nature of Statutory Dues

Amount Involved

TDS ` 42,608/-Service Tax ` 24,97,880/-

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, customs duty and excise duty which have not been deposited on account of any disputes.

viii. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

ix. According to the information and explanations received by us, the company has raised a total capital of ` 142.80 Lakhs comprising of fresh issue of 11,20,000 Equity Shares of face value of ` 10/- each for cash at a premium of ` 2.75/- per share which has been utilized as follows:

(` In Lakhs)

Particulars Amount Allotted for object as disclosed in Prospectus

Actual Utilization till 31st March, 2016

Balance Amount Unutilized as on 31st March, 2016

Working Capital Requirement

80.00 80.00 NIL

Procurement of New Technology

20.00 NIL 20.00

Issue Expenses 42.80 42.80 NILTotal 142.80 122.80 20.00

x. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

xi. According to information and explanations given to us, in our opinion, the company has paid managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

xii. The Company is not a nidhi company. Therefore, the provision of this clause of the Companies (Auditor’s Report) Order, 2016 is not applicable to the Company.

xiii. Based on our audit procedures and on the information given by the management, the company has complied with the sections 177 and 183 of the Companies Act, 2013 for all the transactions with the related parties and the details of such transactions have been properly disclosed in the Financial Statements as required by the applicable ASs.

xiv. The Company has not made any preferential allotment of shares during the year to parties covered in register maintained under section 189 of the Companies Act, 2013.

xv. The company has not entered into any non-cash transactions with directors of the company or its subsidiary or persons connected with them.

xvi. The Company is not required to be registered under Section 45-IA of Reserve Bank of India Act, 1934.


FRN : 103961W


Mumbai, May 11, 2016. Mem No. : 139447

47


Annexure - B to the 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 Solutions and Services Limited (“the Company”) as of March 31, 2016 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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 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 March 31, 2016, 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.


FRN : 103961W


Mumbai, May 11, 2016. Mem No. : 139447

48


(Amt. in `)Particulars Note

No. As at

31st March 2016As at

31st March 2015I. EQUITY AND LIABILITIES

(1) Shareholder's Funds (a) Share Capital 2 41,220,000 30,020,000 (b) Reserves and Surplus 3 25,812,415 6,810,719

(2) Non-Current Liabilities (a) Long-term borrowings - - (b) Deferred tax liabilities (net) 4 - - (c) Long-term provisions - -

(3) Current Liabilities (a) Short-term borrowings 5 7,075,607 12,248,403 (b) Trade payables 6 1,967,374 725,840 (c) Other current liabilities 7 11,700,556 4,215,685 (d) Short-term provisions 8 6,897,214 1,022,279

TOTAL 94,673,166 55,042,926

II. ASSETS(1) Non-Current Assets (a) Fixed Assets 9 (i) Tangible assets 2,472,155 1,536,841 (ii) Intangible assets 18,103 45,426 (b) Deferred tax assets (net) 4 738,452 486,855 (c) Non-current investments 10 150,000 120,000 (d) Long-term loans and advances 11 1,501,220 1,325,163 (e) Other non-current assets - -

(2) Current Assets (a) Inventories - - (b) Trade receivables 12 61,778,405 46,634,452 (c) Cash and cash equivalents 13 6,423,537 408,491 (d) Short-term loans and advances 14 19,941,996 2,387,776 (e) Other current assets 15 1,649,298 2,097,922 TOTAL 94,673,166 55,042,926

Significant Accounting Policies 1The accompanying notes form an integral part of financial statements.

BALANCE SHEET AS AT 31ST MARCH 2016

As per our report of even date

FOR R T JAIN & CO For and on behalf of the Board CHARTERED ACCOUNTANTS(FRN NO. 103961W)

CA BANKIM JAIN Sarang Panchal Rajendra Sharma Sonali GamnePARTNER (Managing Director) ( Whole Time Director) (Company Secretary) M No-139447

Mumbai, 11th May 2016

49



No. 31st March 2016 31st March 2015

INCOMERevenue from operations 16 111,295,577 55,076,925

Other Income 17 1,454,092 -

Total Revenue 112,749,669 55,076,925

EXPENDITUREDirect Expenses 18 45,159,148 10,250,912

Employee Benefits Expenses 19 25,051,927 25,267,896

Financial Costs 20 1,420,823 942,268

Depreciation and Amortization Expense 9 1,801,233 2,766,929

Other Expenses 21 11,168,030 8,090,216

Total Expenses 84,601,162 47,318,221 Profit before tax 28,148,507 7,758,704

Tax expense: 22

(1) Current tax (9,398,408) (3,006,134)

(2) Deferred tax (liability) / asset 251,597 577,122

Profit/(Loss) for the period 19,001,696 5,329,692

EPS (face value of `10/- each) Basic and Diluted (`) 23 5.00 1.78

Significant Accounting Policies 1

The accompanying notes form an integral part of financial statements.

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016





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(Amt. in `)Particulars March 31,2016 March 31,2015 Cash flow from operating activities:Net Profit before tax as per Profit And Loss A/c 28,148,507 7,758,704 Adjusted for: Depreciation & Amortisation 1,801,233 2,766,929 Interest & Finance Cost 1,420,823 942,268 Interest on Loan Received (167,245) - Share Issue Expenses W/off 286,200 - Operating Profit Before Working Capital Changes 31,489,518 11,467,901 Adjusted for (Increase)/ Decrease:Trade Receivables (15,143,953) (26,096,118)Loans and advances and other assets (17,363,006) 12,288,326 Increase / (Decrease) in Trade & Other Payables 8,726,405 (4,875,111)Cash Generated From Operations 7,708,965 (7,215,002)Direct Tax Paid - (151,178)Net Cash Flow from/(used in) Operating Activities: (A) 7,708,965 (7,366,180)

Cash Flow From Investing Activities:Purchase of Fixed Assets (2,709,224) (2,931,655)Investement in Subsidary & Associate Company (30,000) (120,000)Interest on Loan Received 167,245 - Loan to Subsidiary (151,302) - Loan to Others (2,141,521) - Net Cash Flow from/(used in) Investing Activities: (B) (4,864,802) (3,051,655)

Cash Flow from Financing Activities:Proceeds From Share Capital & Share Premium 14,280,000 - Share Issue Expenses (Refer Note 30) (4,515,498) - Proceeds from Short-term borrowings - 11,756,903 Repayment of Short-term borrowings (5,172,796) - Interest & Financial Charges (1,420,823) (942,268)Net Cash Flow from/(used in) Financing Activities (C) 3,170,883 10,814,635

Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) 6,015,046 396,800 Cash & Cash Equivalents As At Beginning of the Year 408,491 11,691 Cash & Cash Equivalents As At End of the Year 6,423,537 408,491

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




CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2016

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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 POLICIESA. 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.

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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.

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

Expenses incurred in connection with issue of equity shares have been written off against securities premium received on issue of shares to public. The balance amount of expenses has been classified under other current assets and it will be write off over a period of five years equally starting from financial year ending on 31st March, 2016.

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NOTES TO THE FINANCIAL STATEMENTSNote : 2 Share Capital (Amt in `)

Particulars As at 31st March 2016

As at 31st March 2015

Equity Share CapitalAuthorised Share Capital15,000,000 (4,500,000) Equity Share of `10/- Each. 150,000,000 45,000,000

150,000,000 45,000,000 Issued, Subscribed and Fully Paid Up Share Capital4,122,000 (3,002,000) Equity Share of `10/- each issued, subscribed and fully paid

41,220,000 30,020,000

TOTAL 41,220,000 30,020,000

a) Reconciliation of number of shares outstanding at the end of year



Equity shares at the beginning of the year 3,002,000 3,002,000 Add: Shares issued during the year 1,120,000 - Equity Shares at the end of the year 4,122,000 3,002,000

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

b) Shares held by Holding or Ultimate Holding Company or its Subsidiaries or Associates

2,087,500 Equity Shares (2,087,500 Equity Shares) are held by Majestic Market Research Support Services Limited, the holding company.

c) Details of shareholders holding more than 5% shares of the aggregate shares in the company

Name of shareholder As at 31 March, 2016 As at 31 March, 2015No. of Shares

Percentage No. of Shares

Percentage

Rajendra Sharma 914,495 22.19% 914,495 30.46%Majestic Market Research Support Services Limited

2,087,500 50.64% 2,087,500 69.54%

Note : 3 Reserve and Surplus (Amt. In `)



1) Surplus in the Statement of Profit and Loss As Per Last Balance Sheet 6,810,719 1,481,027 Less: Appropriations - - Add: Profit for the period 19,001,696 5,329,692 Closing Balance 25,812,415 6,810,719 2) Securities Premium Account As Per Last Balance Sheet - - Add: Premium Received of ` 2.75/- Per Share on Issue of 1,120,000

Equity Shares (Refer Notes 1 and 30) 3,080,000 -

Less: Issue Expenses on Issuance of Shares (Refer Note 30) 3,080,000 - Closing Balance - -

54


NOTES TO THE FINANCIAL STATEMENTSNote : 4 Deferred Tax Liabilities /(Assets) (Amt. In `)



Deferred 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 of Fixed Assets (738,452) (486,855)T O T A L (738,452) (486,855)

Note : 5 Short Term Borrowings (Amt. In `)



A) Secured Loan Repayable on Demand Cash Credit Facility From Bank* 6,975,322 9,843,002 *(Secured by Charge On Entire Current Assets of the Company)B) Unsecured From Related Parties (Refer Note 26) - 183,901 From Body Corporates 100,285 2,221,500 T O T A L 7,075,607 12,248,403

Note: 6 Trade Payables (Amt. In `)



Due to Micro, Small and Medium Enterprises - - Others 1,967,374 725,840 T O T A L 1,967,374 725,840

Note: 7 Other Current Liabilities (Amt. In `)



Creditors for Expenses 657,503 134,544 Creditors for Capital Goods 2,089,534 - Provision for Salary 1,484,913 1,190,915 Statutory Dues 7,468,607 2,890,226 T O T A L 11,700,556 4,215,685

Note : 8 Short-term Provisions (Amt. In `)



Income Tax Provision (Net of Advance Tax & TDS) 6,897,214 1,022,279 T O T A L 6,897,214 1,022,279

55


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56


NOTES TO THE FINANCIAL STATEMENTSNote : 10 Non Current Investments (Amt. In `)



Long Term Investement (Valued At Cost Unless Stated Otherwise)*(A) Trade Investement- (Unquoted) i) Investement in Subsidary Compnay 9,999 (Previous Year 7,000) Equity Shares of ̀ 10/- each fully paid

up of ATREVIDO RESEARCH AND CONSULTANTS PRIVATE LIMITED

100,000 70,000

ii) Investement in Jointly Controlled Entity (Joint Venture) 5,000 Equity Shares of ` 10/- each fully paid up of 50,000 50,000 SCENT ANALYSIS MAJESTIC PRIVATE LIMITED *(Refer Notes 25 and 26)T O T A L 150,000 120,000

Note : 11 Long Term Loans and Advances (Amt. In `)Particulars As at

31st March 2016 As at

31st March 2015 Unsecured, Considered GoodAdvance Income Tax & TDS Credit (Net of Provision for income Tax) - 165,163 Security Deposits 1,497,800 1,160,000 Tender Fees 3,420 - T O T A L 1,501,220 1,325,163

Note : 12 Trade Receivables (Amt. In `)Particulars As at


31st March 2015 Unsecured, Considered GoodLess than Six Months* 53,472,111 36,307,752 More than Six Months 8,306,294 10,326,700 *Includes receivable of Rs 8,58,853/- (Previous Year- NIL) due from related parties (Refer Note 26)T O T A L 61,778,405 46,634,452

Note : 13 Cash and Cash Equivalent (Amt. In `)Particulars As at


31st March 2015 Cash in hand 84,055 40,384 Balances with banks in current account 6,339,482 368,107 T O T A L 6,423,537 408,491

Note :14 Short Terms Loans and Advances (Amt. In `)Particulars As at


31st March 2015 Unsecured, Considered GoodAdvance for Expenses 17,494,173 2,387,776 Advance to Related Parties (Refer Notes 25 and 26) 151,302 - Advance to Others- Body Corporates 2,141,521 - Capital advances 155,000 - T O T A L 19,941,996 2,387,776

57


NOTES TO THE FINANCIAL STATEMENTSNote :15 Other Current Assets (Amt. In `)



Share Issue Expenses ( To the Extent Not W/off) (Refer Note 30) 1,149,298 2,097,922 Prepaid Expenses 500,000 - T O T A L 1,649,298 2,097,922

Note : 16 Revenue from Operations (Amt. In `)

Particulars 2015-16 2014-15 Sales of Services 111,295,577 55,076,925 T O T A L 111,295,577 55,076,925

Note : 17 Other Income (Amt. In `)

Particulars 2015-16 2014-15 Interest on Income Tax Refund 17,347 - Foreign Exchange Fluctuation Gain 1,269,500 - Interest on Loan 167,245 - T O T A L 1,454,092 -

Note : 18 Direct Expenses (Amt. In `)

Particulars 2015-16 2014-15 Project Expenses 45,159,148 10,250,912 T O T A L 45,159,148 10,250,912

Note : 19 Employee Benefits Expenses (Amt. In `)

Particulars 2015-16 2014-15 Salaries, Wages and Bonus (Refer Note 26) 24,694,516 25,014,572 Contribution to Provident Fund 77,829 42,414 Staff Welfare Expenses 279,582 210,910 T O T A L 25,051,927 25,267,896

Note : 20 Financial Cost (Amt. In `)

Particulars 2015-16 2014-15 Bank Charges 11,833 29,245 Interest on Cash Credit facility 1,356,405 522,307 Other Interest Expense - 102,176 Loan Processing Fees 52,585 288,540 T O T A L 1,420,823 942,268

58


Note : 21 Other Expenses (Amt. In `)Particulars 2015-16 2014-15 Travelling & Conveyance 1,374,490 935,266 Telephone Charges 364,718 346,799 Printing & Stationery 216,182 136,150 Office Expense 410,690 413,597 Business Promotion & Advertisement Charges 1,678,681 370,233 Legal & Professional Fees 1,976,085 1,908,532 Auditors Remuneration (Refer Note 24) 150,000 120,000 Foreign Exchange Fluctuation Loss - 156,641 Rent 3,171,000 3,334,840 Conference & Membership Fees 231,382 - Boarding & Lodging 34,991 11,000 Repairs & Maintenance 86,793 56,480 Professional Tax Paid 14,700 7,500 Shop & Establishment Expenses - 15,000 Misc. Expenses 306,655 93,272 Insurance Charges 8,588 6,843 General & Board Meeting Expenses 369,684 - Electricity Charges 197,660 178,063 Sitting Fees Paid to Directors (Refer Note 26) 30,000 - Share Issue Expenses W/off (Refer Note 30) 286,200 - Rates & Taxes 57,154 - Other Expenses 202,377 - T O T A L 11,168,030 8,090,216

Note : 22 Tax Expenses (Amt. In `)

Particulars 2015-16 2014-15 Current TaxProvision For Income Tax 9,398,408 3,006,134 Deferred Tax Liability / (Asset)Related to Depreciation and Amortization Expense (251,597) (577,122)

Note : 23 Earnings Per Share (Amt. In `)

Particulars 2015-16 2014-15 Profit for the period attributable to Equity Shareholder 19,001,696 5,329,692

No of weighted average equity shares outstanding during the year 3,803,749 3,002,000

Nominal Value of Equity Share 10 10

Basic and Diluted Earning Per Share 5.00 1.78

NOTES TO THE FINANCIAL STATEMENTS

59


NOTES TO THE FINANCIAL STATEMENTS24. Auditors Remuneration includes:

(Amt. In `)

Particulars 2015-16 2014-15Statutory Audit fees 1,00,000 90,000Tax audit fees 50,000 30,000

25. 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 Atrevido Research & Consultants Private Limited (Earlier Known as

Emtee Research & Consultants Private Limited)**Jointly Controlled Entity (Joint Venture) Scent Analysis Majestic Private LimitedKey Management Personnel (KMP’s) Sarang Panchal, Rajendra Sharma, Sandip Bhatia, Sonali Gamne*,

Mitti Jain*Enterprises in which KMP have significant influence.

Focus Suites Solutions & Services Private Ltd, Genpop Consumer Research Private Limited.

* Mitti Jain, Company Secretary of the company has resigned with effect from 20th February, 2015 and her place we have appointed Sonali Gamne as company secretary.

** Company entered into a share subscription and shareholder’s agreement on January 23, 2015 with Mr. Mukund Tripathi and Mrs. Deepa Tripathi for acquisition of 7,000 shares comprising 70% of holding of Emtee Research & Consultants Private Limited and further on February 08, 2016 Company had acquired balance 30% holding of Emtee Research & Consultants Private Limited and consequent to this it becomes wholly owned subsidiary of Majestic Research Services and Solutions Limited.

With effect from February 19, 2016, the name of the Company’s wholly owned subsidiary Emtee Research and Consultants Private Limited has been changed to “Atrevido Research And Consultants Private Limited”

26. Transactions with Related Parties

(Amt. in `)

Name Relationship Country Nature of Transaction

Holding as at 31-03-2016

(in %)

Amount of transaction in 2015-16


(in %)


Emtee Research & Consultants Private Limited

Subsidiary India Investment 100 30,000 70 70,000

Scent Analysis Majestic Private Limited

Joint Venture India Investment 50 NIL 50 50,000

60


(Amt. in `)

Name Relationship Nature of transaction


Amount outstanding as at 31-03-

2016 (payable)/ receivable


Amount outstanding as

at 31-03-2015 (payable)/ receivable

Focus Suites Solutions & Services Pvt. Ltd*

Group Company

Loan Received - - - -Loan Repayment - - 4,65,000 -

Sales - - - -Project Expenses - - - -

Sarang Panchal

Managing Director

Remuneration Given

37,65,260 - 46,39,575 (3,50,000)

Rajendra Sharma

Whole Time Director

Remuneration Given

19,42,600 - 4,93,458 -

Reimbursement of Expenses**

1,31,200 - - -

Genpop Consumer Research Pvt Ltd*

Group Company

Loan Received - - - -Loan Repayment - - 26,500 -

Majestic Market Research Support Services Ltd

Parent Company

Loan Given - - - -Loan Received 91,85,714 - 69,44,281 (1,83,901)

Loan Repayment 91,85,714 - 67,60,380 -

Sales 29,96,457 8,58,853 - -Mitti Jain Company

Secretary Salary - - 2,93,333 -Sonali Gamne

Company Secretary Salary 3,61,669 (27,700) 44,433 (30,800)

Sandeep Bhatia*

Director Loan Given - - - -Loan Received - - 2,10,000 -

Loan Repayment - - 2,10,000 -Salary - - 2,10,000 -

Rajesh Oberoi

Independent Director

Sitting Fees 30,000 - - -


Wholly Owned Subsidiary

Loan Given 1,51,302 1,51,302 - -Project Expenses 4,65,220 - - -

*Sandip Bhatia is one of the director in the above mentioned group companies and with effect from 23rd July, 2014 he has resigned from the position of directorship in Majestic Research Services and Solutions Limited.

** Company has reimbursed staff welfare expenses of ` 1,31,200/- as incurred by Raj Sharma on behalf of the company.


61


27. Segment information: The Company operates in one segment of business namely market research services. Hence business segment disclosure is not applicable. However the company operates in India and outside India hence, company consider geographical segment as the reportable segment.

(Amt. in `)

S r. No

Particulars Current Year2015-16

Previous Year2014-15

1 Segment Revenue- Domestic Sales 56,131,307 25,014,608- Export Sales 55,164,270 30,062,317Total 111,295,577 55,076,925

2 Segment Results Profit / (Loss) before Tax and Interest*- Domestic 36,376,433 19,423,355- Export 29,759,996 25,402,658Total 66,136,429 44,826,013Less : Interest Expenses (Not Related to Segment) 1,420,823 942,268Less: Other unallocable expenditure net of income* 36,567,099 36,125,014Profit /(Loss) before Tax 28,148,507 7,758,704

3 Capital Employed (Segment Assets- Segment Liabilities)- Domestic 29,302,089 17,331,301- Export 32,476,316 29,303,151Total 61,778,405 46,634,452Unallocated 5,254,010 8,408,474

* As Certain Expenses of the company are often incurred and interchangeably across segments, it is impractical to allocate such expenses. Hence the details of same have been considered under Other Unallocable Expenditure Net of Income.

28. C.I.F. Value of imports, expenditure and earnings in foreign currency

(Amt. in `)

Particulars Current Year 2015-16

Previous Year 2014-15

CIF value of importsRaw material - -Traded goods - -TOTAL - -B. Expenditure in Foreign Currency - - i) Project Expenses 3,502,005 3,335,800C. Earnings in Foreign Currency i) F.O.B. value of exports 55,164,270 30,062,317

29. 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 50%


62


Group Share of Interest in Joint Venture(Amt. in `)



Assets 1,97,330 2,59,131Liabilities 5,18,099 2,54,649Incomes NIL 2,04,376Expenses 3,25,250 2,49,894Capital Commitments NIL NILOther Commitments NIL NIL

30. During the Year, the company has completed the Initial Public Issue (IPO) and raised a total capital of ` 142.80 Lakhs comprises of fresh issue of 11,20,000 Equity Shares of face value of ` 10/- each for cash at a premium of ` 2.75/- Per Share. The equity shares of the company were listed on BSE SME Platform effective from 16th July, 2015. The Proceeds from IPO has been deployed for the purpose of the objects as stated in the prospectus dated 24th June, 2015.

Details of Utilization of IPO Proceeds are as follows:- (` in Lakhs)

Particulars Amount Allotted for object as disclosed

in Prospectus



Working Capital Requirement 80.00 80.00 NILProcurement of New Technology * 20.00 NIL 20.00Issue Expenses 42.80 42.80 NILTotal 142.80 122.80 20.00

* As on 31st March, 2016 the Company had purchased technology but the payment of same is yet to be done. In the mean time amount pending for utilization has been temporarily invested in short term fixed deposits of 15 days with Banks starting from 10th May, 2016 and same will be rolled over till the payment is done.

Total Share Issue Expenses incurred by the company in connection with IPO was ` 45.16 Lakhs out of which ` 30.80 Lakhs have been adjusted towards the securities premium in accordance with section 52 of the companies Act, 2013 and balance of ` 14.36 Lakhs will be write off over the period of five years equally starting from financial year ending 31st March 2016.

31. Figures for the previous year have been regrouped / reclassified / reinstated, wherever considered necessary.






63


To the Members ofMajestic Research Solutions and Services Limited

We have audited the accompanying consolidated financial statements of Majestic Research Solutions and Services Limited (“the Holding Company”), and its subsidiary and associate company (collectively referred to as “the Company” or “the Group”) which comprise the consolidated balance sheet as at March 31, 2016 and the consolidated statement of profit and loss and consolidated cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Holding Company’s Board of Directors is responsible for the matters in 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 consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these 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 thereunder.

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

INDEPENDENT AUDITOR’S REPORTobtain 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 financial control relevant to the Company’s preparation of the consolidated financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated 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.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the consolidated balance sheet, of the state of affairs of the Company as at March 31, 2016; and

b) in the case of the consolidated statement of profit and loss, of the profit for the year ended on that date; and

c) in the case of consolidated statement of cash flows, of the consolidated cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements1. The Companies (Auditor’s Report) Order, 2016

(“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act is not applicable to the Company.

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

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

64


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 consolidated balance sheet, consolidated statement of profit and loss and consolidated statement of cash flows dealt with by this Report are in agreement with the books of accounts.

d) In our opinion, the aforesaid consolidated 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 of the Holding Company as on 31 March, 2016, taken on record by the Board of Directors of the Holding Company none of the directors is disqualified as on 31 March, 2016, 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 Annexure A to this report;

g) With respect to the other matters to be included in Auditors 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 according to explanations given to us:

i. The does not have any pending litigations;

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

iii. The Company was not required to transfer any amount to Investor Education and Protection Fund.


FRN : 103961W


Mumbai, May 11, 2016. Mem No. : 139447

Annexure – A to the Auditors Report

Report 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 Solutions and Services Limited (“the Holding Company”) and its subsidiary companies and associate companies as of March 31, 2016 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 Controls

The Holding and subsidiary 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

65


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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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 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 Holding Company and its Subsidiary 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 March 31, 2016, 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.


FRN : 103961W


Mumbai, May 11, 2016. Mem No. : 139447

66



No. As at

31st March 2016As at

31st March 2015I. EQUITY AND LIABILITIES

(1) Shareholder's Funds (a) Share Capital 3 41,220,000 30,020,000 (b) Reserves and Surplus 4 25,470,349 6,675,229

(2) Minority Interest - (7,135)

(3) Non-Current Liabilities (a) Long-term borrowings - - (b) Deferred tax liabilities (net) 5 - - (c) Long-term provisions - -

(4) Current Liabilities (a) Short-term borrowings 6 7,516,403 12,382,699 (b) Trade payables 7 1,971,574 834,199 (c) Other current liabilities 8 12,132,190 4,581,078 (d) Short-term provisions 9 6,814,172 1,022,279

TOTAL 95,124,688 55,508,349

II. ASSETS(1) Non-Current Assets 10 (a) Fixed Assets (i) Tangible assets 2,472,940 1,567,977 (ii) Intangible assets 163,016 239,497 (b) Good will on consolidated 37,136 - (c) Deferred tax assets (net) 4 736,396 478,159 (d) Non-current investments - - (e) Long-term loans and advances 12 1,501,220 1,325,163 (f) Other non-current assets 11 15,000 22,500

(2) Current Assets (a) Inventories - - (b) Trade receivables 13 62,146,128 46,833,695 (c) Cash and cash equivalents 14 6,506,990 540,564 (d) Short-term loans and advances 15 19,790,694 2,387,776 (e) Other current assets 16 1,755,168 2,113,018 T O T A L 95,124,688 55,508,349

Significant Accounting Policies 1 & 2The accompanying notes form an integral part of financial statements.

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2016





67



No. 31st March 2016 31st March 2015

INCOMERevenue from operations 17 111,660,773 55,281,301 Other Income 18 1,464,661 - Total Revenue 113,125,434 55,281,301

EXPENDITUREDirect Expenses 19 45,355,200 10,325,563 Employee Benefits Expenses 20 25,250,894 25,267,896 Financial Costs 21 1,421,175 942,380 Depreciation and Amortization Expense 10 1,880,742 2,800,885 Other Expenses 22 11,282,131 8,349,802 Total Expenses 85,190,143 47,686,526 Profit before tax 27,935,291 7,594,775

Tax expense: 23 (1) Current tax (9,398,408) (3,006,134) (2) Deferred tax (liability) / asset 258,237 568,426

Profit/(Loss) for the period 18,795,120 5,157,067

Less: Adjustment for Minority Interest Share - (37,135)Profit/(Loss) after Minority Interest 18,795,120 5,194,202 EPS (face value of `10/- each) Basic and Diluted (`) 24 4.94 1.73 Significant Accounting Policies 1 & 2The accompanying notes form an integral part of financial statements.

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2016





68


(Amt. in `)Particulars March 31,2016 March 31,2015 Cash flow from operating activities:Net Profit before tax as per Profit And Loss A/c 27,935,291 7,594,775 Adjusted for: Depreciation & Amortisation 1,880,742 2,800,885 Interest & Finance Cost 1,421,175 942,380 Interest on Loan Received (167,245) - Share Issue Expenses W/off 286,200 - Operating Profit Before Working Capital Changes 31,356,163 11,338,040 Adjusted for (Increase)/ Decrease:Trade Receivables (15,312,433) (26,295,361)Loans and advances and other assets (17,559,323) 12,280,730 Increase / (Decrease) in Trade & Other Payables 8,688,487 (4,401,359)Cash Generated From Operations 7,172,895 (7,077,950)Direct Tax Paid - (151,178)Net Cash Flow from/(used in) Operating Activities: (A) 7,172,895 (7,229,128)

Cash Flow From Investing Activities:Purchase of Fixed Assets (2,709,224) (3,190,818)Interest on Loan Received 167,245 - Loan to Subsidiary - - Loan to Others (2,141,521) - Net Cash Flow from/(used in) Investing Activities: (B) (4,683,500) (3,190,818)

Cash Flow from Financing Activities:Proceeds From Share Capital & Share Premium 14,280,000 - Share Issue Expenses (Refer Note 31) (4,515,498) - Proceeds from Short-term borrowings - 11,891,199 Repayment of Short-term borrowings (4,866,296) - Interest & Financial Charges (1,421,175) (942,380)Net Cash Flow from/(used in) Financing Activities (C) 3,477,031 10,948,819

Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) 5,966,426 528,873 Cash & Cash Equivalents As At Beginning of the Year 540,564 11,691 Cash & Cash Equivalents As At End of the Year 6,506,990 540,564

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




CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2016

69


NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTSNOTE 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, 2015..

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.

70


(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 - 70%)

India 100% (Directly)

(b) List of Joint Venture / Jointly Controlled Entity

The Group has adopted and accounted for interest in the jointly controlled entity using the “Proportionate Consolidation Method” as Per AS-27 issued by ICAI.

Sr. No.

Name of the Entity Country of Incorporation

Effective ownership in % either directly or through subsidiaries

1 Scent Analysis Majestic Private Limited (Previous Year -50%)

India 50% (Directly)

NOTE 2: SIGNIFICANT ACCOUNTING POLOCIES

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 & Support 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 Company (Emtee Research and Consultants Private 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. Intangible assets consist of Android Application 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.

71


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.

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 reassessed 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 parent company have been written off against

securities premium received on issue of shares to public. The balance amount of expenses has been classified under other current assets and it will be write off over a period of five years equally starting from financial year ending on 31st March, 2016. In case of Subsidiary company and joint venture company preliminary expenditure in connection with Company 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.

72


NOTES TO THE FINANCIAL STATEMENTSNote : 3 Share Capital (Amt in `)



Equity Share CapitalAuthorised Share Capital15,000,000 (4,500,000) Equity Share of `10/- Each. 150,000,000 45,000,000

150,000,000 45,000,000 Issued, Subscribed and Fully Paid Up Share Capital4,122,000 (3,002,000) Equity Share of `10/- each issued, subscribed and fully paid

41,220,000 30,020,000

TOTAL 41,220,000 30,020,000

a) Reconciliation of number of shares outstanding at the end of year



Equity shares at the beginning of the year 3,002,000 3,002,000 Add: Shares issued during the year 1,120,000 - Equity Shares at the end of the year 4,122,000 3,002,000

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

b) Shares held by Holding or Ultimate Holding Company or its Subsidiaries or Associates

2,087,500 Equity Shares (2,087,500 Equity Shares) are held by Majestic Market Research Support Services Limited, the holding company.

c) Details of shareholders holding more than 5% shares of the aggregate shares in the company

Name of shareholder As at 31 March, 2016 As at 31 March, 2015No. of Shares

Percentage No. of Shares

Percentage

Rajendra Sharma 914,495 22.19% 914,495 30.46%Majestic Market Research Support Services Limited

2,087,500 50.64% 2,087,500 69.54%

Note : 4 Reserve and Surplus (Amt. in `)



1) Surplus in the Statement of Profit and Loss As Per Last Balance Sheet 6,675,229 1,481,027 Less: Appropriations - - Add: Profit for the period 18,795,120 5,194,202 Closing Balance 25,470,349 6,675,229 2) Securities Premium Account As Per Last Balance Sheet - - Add: Premium Received of ` 2.75/- Per Share on Issue of 1,120,000

Equity Shares (Refer Notes 2 and 31) 3,080,000 -

Less: Issue Expenses on Issuance of Shares (Refer Note 31) 3,080,000 - Closing Balance - -

73


NOTES TO THE FINANCIAL STATEMENTSNote : 5 Deferred Tax Liabilities /(Assets) (Amt. in `)



Deferred Tax Liability Related to difference between book balance and tax balance of Fixed Assets - - Deferred Tax (Assets)Related to difference between book balance and tax balance of Fixed Assets (736,396) (478,159)T O T A L (736,396) (478,159)

Note : 6 Short Term Borrowings (Amt. in `)



A) Secured Loan Repayable on Demand Cash Credit Facility From Bank* 6,975,322 9,843,002 *(Secured by Charge On Entire Current Assets of the Company)B) Unsecured From Related Parties (Refer Note 26) 114,296 318,197 From Body Corporates 426,785 2,221,500 T O T A L 7,516,403 12,382,699

Note: 7 Trade Payables (Amt. in `)



Due to Micro, Small and Medium Enterprises - - Others 1,971,574 834,199 T O T A L 1,971,574 834,199

Note: 8 Other Current Liabilities (Amt. in `)



Creditors for Expenses 880,388 289,371 Creditors for Capital Goods 2,284,197 194,663 Provision for Salary 1,484,913 1,190,915 Statutory Dues 7,482,693 2,906,129 T O T A L 12,132,190 4,581,078

Note : 9 Short-term Provisions (Amt. in `)



Income Tax Provision (Net of Advance Tax & TDS) 6,814,172 1,022,279 T O T A L 6,897,214 1,022,279

74


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75


NOTES TO THE FINANCIAL STATEMENTSNote : 11 Other Non Current Assets (Amt. in `)



Preliminary Expenditure to the Extent not W/off 15,000 22,500 T O T A L 15,000 22,500

Note : 12 Long Term Loans and Advances (Amt. in `)



Unsecured, Considered GoodAdvance Income Tax & TDS Credit (Net of Provision for income Tax) - 165,163 Security Deposits 1,497,800 1,160,000 Tender Fees 3,420 - T O T A L 1,501,220 1,325,163

Note : 13 Trade Receivables (Amt. in `)



Unsecured, Considered GoodLess than Six Months* 53,839,834 36,506,995 More than Six Months 8,306,294 10,326,700 * Includes receivable of ` 8,58,853/- (Previous Year- NIL) due from related parties (Refer Note 27)T O T A L 62,146,128 46,833,695

Note : 14 Cash and Cash Equivalent (Amt. in `)



Cash in hand 85,905 40,384 Balances with banks in current account 6,421,085 500,180 T O T A L 6,506,990 540,564

Note :15 Short Terms Loans and Advances (Amt. in `)



Unsecured, Considered GoodAdvance for Expenses 17,494,173 2,387,776 Advance to Related Parties - - Advance to Others- Body Corporates 2,141,521 - Capital advances 155,000 - T O T A L 19,790,694 2,387,776

Note :16 Other Current Assets (Amt. in `)



Share Issue Expenses ( To the Extent Not W/off) (Refer Note 31) 1,149,298 2,097,922 Preliminary Expenses (Refer Note 2) 7,500 7,500 Prepaid Expenses 598,370 7,596 T O T A L 1,755,168 2,113,018

76


NOTES TO THE FINANCIAL STATEMENTSNote : 17 Revenue from Operations (Amt. in `)

Particulars 2015-16 2014-15 Sales of Services 111,660,773 55,281,301 T O T A L 111,660,773 55,281,301

Note : 18 Other Income (Amt. in `)

Particulars 2015-16 2014-15 Interest on Income Tax Refund 17,347 - Foreign Exchange Fluctuation Gain 1,280,069 - Interest on Loan 167,245 - T O T A L 1,464,661 -

Note : 19 Direct Expenses (Amt. in `)

Particulars 2015-16 2014-15 Project Expenses 45,355,200 10,325,563 T O T A L 45,355,200 10,325,563

Note : 20 Employee Benefits Expenses (Amt. in `)

Particulars 2015-16 2014-15 Salaries, Wages and Bonus (Refer Note 27) 24,893,483 25,014,572 Contribution to Provident Fund 77,829 42,414 Staff Welfare Expenses 279,582 210,910 T O T A L 25,250,894 25,267,896

Note : 21 Financial Cost (Amt. in `)

Particulars 2015-16 2014-15 Bank Charges 11,919 29,357 Interest on Cash Credit facility 1,356,405 522,307 Other Interest Expense 266 102,176 Loan Processing Fees 52,585 288,540 T O T A L 1,421,175 942,380

Note : 22 Other Expenses (Amt. in `)

Particulars 2015-16 2014-15 Travelling & Conveyance 1,412,692 935,266 Telephone Charges 365,368 359,114 Printing & Stationery 216,182 138,633 Office Expense 416,848 430,559 Business Promotion & Advertisement Charges 1,678,681 372,939 Legal & Professional Fees 1,976,085 1,908,532 Auditors Remuneration (Refer Note 25) 184,350 153,708

77


Note : 22 Other Expenses (Amt. in `)

Particulars 2015-16 2014-15 Foreign Exchange Fluctuation Loss - 161,774 Rent 3,171,000 3,466,840 Conference & Membership Fees 231,382 - Boarding & Lodging 34,991 11,000 Repairs & Maintenance 86,793 85,259 Professional Tax Paid 14,700 7,500 Shop & Establishment Expenses - 15,000 Misc. Expenses 306,655 93,272 Insurance Charges 8,588 6,843 General & Board Meeting Expenses 369,684 - Electricity Charges 197,660 196,063 Sitting Fees Paid to Directors (Refer Note 27) 30,000 - Share Issue Expenses W/off (Refer Note 31) 286,200 - Rates & Taxes 57,154 - Preliminary Expenditure W/off 7,500 7,500 Other Expenses 229,618 -

T O T A L 11,282,131 8,349,802

Note : 23 Tax Expenses (Amt. in `)

Particulars 2015-16 2014-15 Current TaxProvision For Income Tax 9,398,408 3,006,134 Deferred Tax Liability / (Asset)Related to Depreciation and Amortization Expense (258,237) (568,426)

Note : 24 Earnings Per Share (Amt. in `)

Particulars 2015-16 2014-15 Profit for the period attributable to Equity Shareholder 18,795,120 5,194,202

No of weighted average equity shares outstanding during the year 3,803,749 3,002,000

Nominal Value of Equity Share 10 10

Basic and Diluted Earning Per Share 4.94 1.73


78


NOTES TO THE FINANCIAL STATEMENTS25. Auditors Remuneration includes:

(Amt. In `)

Particulars 2015-16 2014-15Statutory Audit fees 1,34,350 1,23,708Tax audit fees 50,000 30,000

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 LimitedWholly Owned Subsidiary Company Atrevido Research & Consultants Private Limited (Earlier Known as

Emtee Research & Consultants Private Limited)**Jointly Controlled Entity (Joint Venture) Scent Analysis Majestic Private LimitedKey Management Personnel (KMP’s) Sarang Panchal, Rajendra Sharma, Sandip Bhatia, Sonali Gamne*,

Mitti Jain*Enterprises in which KMP have significant influence.

Focus Suites Solutions & Services Private Ltd, Genpop Consumer Research Private Limited.

* Mitti Jain, Company Secretary of the company has resigned with effect from 20th February, 2015 and her place we have appointed Sonali Gamne as company secretary.

** Company entered into a share subscription and shareholder’s agreement on January 23, 2015 with Mr. Mukund Tripathi and Mrs. Deepa Tripathi for acquisition of 7,000 shares comprising 70% of holding of Emtee Research & Consultants Private Limited and further on February 08, 2016 Company had acquired balance 30% holding of Emtee Research & Consultants Private Limited and consequent to this it becomes wholly owned subsidiary of Majestic Research Services and Solutions Limited.

With effect from February 19, 2016, the name of the Company’s wholly owned subsidiary Emtee Research and Consultants Private Limited has been changed to “Atrevido Research And Consultants Private Limited”

27. Transactions with Related Parties

(Amt. in `)

Name Relationship Country Nature of Transaction

Holding as at 31-03-

2016 (in %)



(in %)


Emtee Research & Consultants Private Limited

Subsidiary India Investment 100 30,000 70 70,000

Scent Analysis Majestic Private Limited

Joint Venture India Investment 50 NIL 50 50,000

79


NOTES TO THE FINANCIAL STATEMENTS(Amt. in `)

Name Relationship Nature of transaction





Amount outstanding

as at 31-03-2015 (payable)/ receivable

Focus Suites Solutions & Services Pvt Ltd*

Group Company

Loan Received - - - -Loan

Repayment- - 4,65,000 -

Sales - - - -Project

Expenses- - - -

Sarang Panchal

Managing Director

Remuneration Given

37,65,260 - 46,39,575 (3,50,000)

Rajendra Sharma

Whole Time Director

Remuneration Given

19,42,600 - 4,93,458 -

Reimbursement of Expenses**

1,31,200 - - -

Genpop Consumer Research Pvt Ltd*

Group Company

Loan Received - - - -Loan

Repayment- - 26,500 -

Majestic Market Research Support Services Ltd

Parent Company

Loan Given - - - -Loan Received 91,85,714 - 69,44,281 (1,83,901)

Loan Repayment

91,85,714 - 67,60,380 -

Sales 29,96,457 8,58,853 - -Mitti Jain Company

SecretarySalary - - 2,93,333 -

Sonali Gamne

Company Secretary Salary 3,61,669 (27,700) 44,433 (30,800)

Sandeep Bhatia*

Director Loan Given

- - - -Loan Received - - 2,10,000 -

Loan Repayment

- - 2,10,000 -

Salary - - 2,10,000 -Rajesh Oberoi

Independent Director

Sitting Fees 30,000 - - -

80


NOTES TO THE FINANCIAL STATEMENTSName Relationship Nature of

transactionAmount of

transaction in 2015-16




Amount outstanding

as at 31-03-2015 (payable)/ receivable

Mukund Tripathi

Director of Subsidiary Company

Loan Given - - - -Loan Received - - 1,34,296 (1,34,296)

Loan Repayment

20,000 (1,14,296) - -

Project Expenses

5,50,000 - - -

*Sandip Bhatia is one of the director in the above mentioned group companies and with effect from 23rd July, 2014 he has resigned from the position of directorship in Majestic Research Services and Solutions Limited.

** Company has reimbursed staff welfare expenses of ` 1,31,200/- as incurred by Raj Sharma 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. However the company operates in India and outside India hence, company consider geographical segment as the reportable segment.

(Amt. in `)

Sr. No.



1 Segment Revenue- Domestic Sales 56,496,503 25,014,608- Export Sales 55,164,270 30,266,693Total 111,660,773 55,281,301

2 Segment Results Profit / (Loss) before Tax and Interest*- Domestic 36,656,849 19,423,355- Export 29,648,724 25,532,383Total 66,305,573 44,955,738Less : Interest Expenses (Not Related to Segment) 1,421,175 942,380Less: Other unallocable expenditure net of income* 36,949,107 36,418,583Profit /(Loss) before Tax 27,935,291 7,594,775

3 Capital Employed (Segment Assets- Segment Liabilities)- Domestic 29,630,765 17,331,301- Export 32,515,363 29,502,394Total 62,146,128 46,833,695Unallocated 4,544,221 8,674,654

* As Certain Expenses of the company are often incurred and interchangeably across segments, it is impractical to allocate such expenses. Hence the details of same have been considered under Other Unallocable Expenditure Net of Income.

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NOTES TO THE FINANCIAL STATEMENTS29. C.I.F. Value of imports, expenditure and earnings in foreign currency

(Amt. in `)

Particulars Current Year 2015-16

Previous Year 2014-15

CIF value of importsRaw material - -Traded goods - -TOTAL - -B. Expenditure in Foreign Currency - -i) Project Expenses 3,613,277 3,335,800C. Earnings in Foreign Currencyi) F.O.B. value of exports 55,164,270 30,471,069

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 InterestScent Analysis Majestic Private Limited India 50%

Group Share of Interest in Joint Venture

(Amt. in `)



Assets 1,97,330 2,59,131Liabilities 5,18,099 2,54,649Incomes NIL 2,04,376Expenses 3,25,250 2,49,894Capital Commitments NIL NILOther Commitments NIL NIL

31. During the Year, the company has completed the Initial Public Issue (IPO) and raised a total capital of ` 142.80 Lakhs comprises of fresh issue of 11,20,000 Equity Shares of face value of ` 10/- each for cash at a premium of ` 2.75/- Per Share. The equity shares of the company were listed on BSE SME Platform effective from 16th July, 2015. The Proceeds from IPO has been deployed for the purpose of the objects as stated in the prospectus dated 24th June, 2015.

Details of Utilization of IPO Proceeds are as follows:- (` in Lakhs)

Particulars Amount Allotted for object as disclosed in Prospectus



Working Capital Requirement

80.00 80.00 NIL

Procurement of New Technology *

20.00 NIL 20.00

Issue Expenses 42.80 42.80 NILTotal 142.80 122.80 20.00

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* As on 31st March, 2016 the Company had purchased technology but the payment of same is yet to be done. In the mean time amount pending for utilization has been temporarily invested in short term fixed deposits of 15 days with Banks starting from 10th May, 2016 and same will be rolled over till the payment is done.

Total Share Issue Expenses incurred by the company in connection with IPO was ` 45.16 Lakhs out of which ` 30.80 Lakhs have been adjusted towards the securities premium in accordance with section 52 of the companies Act, 2013 and balance of ` 14.36 Lakhs will be write off over the period of five years equally starting from financial year ending 31st March 2016.

32. Additional Information as required under Schedule III to the companies Act, 2013.

(Amt. in `)

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

Consolidated Net Assets

Amount (`) % of Consolidated Profit / (Loss)

Amount (`)

ParentMajestic Research Services & Solutions Limited

100.62 67,032,415 101.10 19,001,696

Indian SubsidiaryAtrevido Research and Consultants Private Limited (Earlier Known as Emtee Research and Consultants Private Limited) (wholly owned subsidiary)

(0.14) (91,567) 0.63 118,674

Jointly Controlled Entity (Joint Venture)*Scent Analysis Majestic Private Limited (50% Share)

(0.48) (320,769) (1.73) (325,250)

T O T A L 100.00 66,620,079 100.00 18,795,120

*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.

33. 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.



CA BANKIM JAIN Sarang Panchal Rajendra Sharma Sonali GamnePARTNER (Managing Director) (Whole Time Director) (Company Secretary) M No-139447


Majestic Research Services and Solutions LimitedCIN: L72200KA2012PLC063818

Registered office: 2nd Floor, Kalpak Arcade, No. 46/17, Church Street Bangalore - 560001 Corporate Office: No. 601 & 701, Trellis, Plot No. 202/203, LBS Marg, Near Asha Petrol Pump, Kurla West Mumbai – 400070

ATTENDANCE SLIP

RECORD OF ATTENDENCE 4TH ANNUAL GENERAL MEETING, HELD ON FRIDAY, 30TH SEPTEMBER, 2016 AT 3.00 P.M. AT THE ELANZA HOTEL – A UNIT OF AMR HOTELS, 88/2, RICHMOND ROAD, BENGALURU – 560025

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 4th Annual General Meeting of the Company on Friday, 30th September, 2016 at 3.00 P. M. at The Elanza Hotel – A Unit Of Amr Hotels, 88/2, Richmond Road, Bengaluru – 560025

__________________________________ _____________________________ 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.

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 – 560001Corporate Office: 601 & 701, Trellis, Plot No. 202/203, LBS Marg, Near Asha Petrol Pump, 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:……………………………………………………………………

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 4th Annual general meeting of the company, to be held on the Friday, 30th day of September, 2016 at 3.00 p.m. at The Elanza Hotel – A Unit of AMR Hotels, 88/2, Richmond Road, Bengaluru - 560025 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.Ordinary Business:1. Adoption of Audited Financial Statement for the Financial Year ended 31st March, 20162. Re- appointment of Director retire by rotation3. Ratification of Auditor

Special Business:4. To double the overall limits of managerial remuneration of Mr. Rajendra kumar Sharma, Whole Time Director

under Schedule V (Part II, Section II) of the Companies Act, 20135. To double the overall limits of managerial remuneration of Mr. Sarang Panchal, Managing Director under

Schedule V (Part II, Section II) of the Companies Act, 2013

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

_________________________ ______________________________

Signature of shareholder Signature of Proxy holder(s)

Note: 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.

Affix a Re 1 RevenueStamp

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NOTES

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