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St

India’s 1 & Only Listed


Market Research Company

MRSSlndiacom
‘FutureProof The Enterprise’
A Majestic MRSS company

17‘“ October, 2018

To,
The Corporate Services Department,
Bombay Stock Exchange Limited
Phiroze .leejeebhoy Towers,
Dalal Street,
Mumbai —

400 001

Sub: Annual Report for the F.Y. 2017-2018

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

Dear Sir/Madam,

With reference to the


above mentioned subject, kindly find enclosed the Annual
Report for the
F.Y.2017-2018.

Kindly take the same on your record and oblige.

Thanking, You,

Yours Truly,

For Majestic Services and Solutions Ltd.


Research

Kajal Sudani
Company Secretary & Compliance Officer

Majestic Research Services and Solutions Limited


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

Corporate Office : No. 0-509, 5th Floor, Kanakia Zillion, Gateway to BKC LBS Marg, Kurla West, Mumbai -

400070
Te|./Fax No. : 022-26502751 I52 Email : info@mrssindia.com Web site : www.mrssindia.com
CIN No. : L72200KA2012PLC063818 An ISO Company
Entrepreneur I MSME Number -
27222202663
‘FutureProof The Enterprise’

th
6 Annual Report 2017-2018

Majestic Research Services and Solutions Limited


Majestic Research Services and Solutions Limited
www.mrssindia.com

CONTENTS
PAGE NO
CORPORATE OVERVIEW
Corporate Information ....................................................................................................................................... 2
Chairman Message ........................................................................................................................................... 3
About MRSS India and Business Overview..................... ................................................................................. 4

REPORTS
Notice ............................................................................................................................................................. 14
Board’s Report and Annexures ....................................................................................................................... 23
Management Discussion and Analysis ........................................................................................................... 47

FINANCIAL STATEMENTS
Standalone
Independent Auditor’s Report ......................................................................................................................... 49
Balance Sheet ................................................................................................................................................ 54
Statement of Profit and Loss .......................................................................................................................... 55
Cash Flow Statement ..................................................................................................................................... 56
Notes to Accounts ........................................................................................................................................... 57

Consolidated
Independent Auditor’s Report ......................................................................................................................... 72
Balance Sheet ................................................................................................................................................ 75
Statement of Profit and Loss .......................................................................................................................... 76
Cash Flow Statement ..................................................................................................................................... 77
Notes to Accounts ........................................................................................................................................... 78

SHAREHOLDERS INFORMATION
Attendance Slip / Proxy Form
Majestic Research Services and Solutions Limited
www.mrssindia.com

CORPORATE INFORMATION

 BOARD OF DIRECTORS  REGISTERED OFFICE


CHAIRMAN AND WHOLE TIME DIRECTOR Majestic Research Services and
Mr. Rajendra Kumar Sharma Solutions Limited
CIN: U72200KA2012PLC063818
MANAGING DIRECTOR
2nd Floor, Kalpak Arcade,
Mr. Sarang Jayant Panchal
No. 46/17, Church Street
INDEPENDENT DIRECTORS Bangalore – 560001
Mr. Rupesh Pandurang Bhujbal
Mr. Rajesh Dharambir Oberoi  CORPORATE OFFICE
C-509, 5th Floor,
Ms. Ritu Gupta
(appointed w.e.f 29th Dec, 2017) Kanakia Zillion,
LBS Marg, Kurla West,
Ms. Shwetambari Rao
(appointed w.e.f 10th May, 2017 and Mumbai - 400070.
resigned w.e.f. 09th Nov, 2017)
Ms. Praimvada Princeton
 BANKERS
(resigned w.e.f. 10th May, 2017)
Axis Bank Limited
ICICI Bank Limited
HDFC Bank Limited
 CHIEF FINANCIAL OFFICER
Mr. Rajendra Kumar Sharma
 REGISTRAR & TRANSFER AGENT
Bigshare Services Private Limited
 COMPANY SECRETARY 1st Floor, Bharat Tin Works Building,
Ms. Kajal Sudani Opp. Vasant Oasis, Makwana Road, Marol,
Andheri East, Mumbai- 400059 (M.H.)

 INVESTOR RELATIONS
Ms. Kajal Sudani  AUDITORS
Tel. No. 022-26527276 M/s. R.T. Jain & Company,
Mumbai.
Email Id: investors@mrssindia.com

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Majestic Research Services and Solutions Limited
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CHAIRMAN’S SPEECH
Dear MRSS Family,

Another year has passed and we are a year older. 2017


has been an eventful year for MRSS India and globally
as seen in the Annual Report. We also completed
3 years of being listed on the Bombay Stock Exchange
in the SME section. As every year, we all worked very
hard – each and every stakeholder did. However, I

Corporate Overview
would like to dedicate this annual report to one segment
of our stakeholders i.e. CLIENTS of MRSS.

As a part of the growing process, we have adapted and


developed new technologies and methods in our daily
practices. However, one thing that remains unchanged
and will remain so is our commitment to conduct
ourselves with dignity and run the business with utmost
integrity. Mr. Rajendra Kumar Sharma -

Notice
Chairman and Whole Time Director
In every team sport, sometimes there are a few stars
who shine but sometimes there is a particular unit which becomes decisive. Our clients lapped up our services and
pushed us for more and more projects and challenges.

At our end, we were hoping but not really prepared for the actuality– our internal team worked at productivity levels of
over 300%. One reads about such stories in novels and sees it in movies. I experienced it real time – people sleeping

Statutory Reports
for just 3 hours, people having bags packed and catching any mode of transportation in a jiffy. Nightmare it maybe
but for everyone of us it was the DREAM come TRUE. We were operating at under 100% capacity utilization and so
it was a stretch. Pleasurable pain if I may say.

This has been a good year for MRSS India; we won the multi-year ACI-ASQ survey at 20 airports pan India. This is
a 3-year contract. Since we aim at providing 360° research for the clients, we have launched a new vertical – Social
Media Insights Practice as a part of our services and solutions. 2017 has also allowed us to do some exiting work in

Financial Statements
various fields like Agriculture, travel, infrastructure, healthcare etc. MRSS India has launched a new office in Shillong
to cater to the North Eastern zone of India. Another big news i want to share is MRSS India has been selected as
the country partner for AGMR.

The ACQUISITION was a big step for us – Theoritically in terms of financial terms it was magical. Practicaly, it was
not so easy. We did not do anything magical. We just did basics and we did it clinically right and that made the SG
Acquisition a win.

The Annual Report is published once a year but we initiated an informal newsletter that gets e-published and
distributed every quarter. Our endeavor is to keep communicating with all our stakeholders and the newsletter has
received a lot of positive feedback and interesting response. Please do write to us on your thoughts anytime.

As always, my heartfelt gratitude to all for your continuing faith and trust in us. I beseech your continued support in
making MRSSIndia more sustainable and resilient to external challenges.

Annual Report 2017-18 3


Majestic Research Services and Solutions Limited
www.mrssindia.com

OUR BUSINESS
MRSS INDIA (The Company) is the largest independent The Company is the promoter of Majestic Market
Market Research Agency in India relying exhaustively Research Support Services Limited. Parent Company
on usage of technology for data acquisition thereby has presence in countries of Middle East and Asia Pacific
ensuring reliability, validity checks as also faster region.
turnaround time. The research team of MRSS India has
presence in Mumbai, Delhi and Bangalore. The team MRSS India offers a broad suite of customized solutions
has rich experience of working with both domestic as that cater to business at various stages of product
well as global majors. MRSS India offers a wide range development or launch cross the product life cycle.
of Qualitative and Quantitative Research Services both The Company focuses on market research, advertising
nationally and internationally. MRSS INDIA is a member research, brand research and consumer research, but
of MRSI and DIN (Digital Insight Network - Global). Only also offers an array of other research services to assist
company in Market Research space in India listed on BSE companies in developing more successful products and
SME Exchange – greater vision, greater commitment! stronger brands. From pre-production market sizing to
With this comes higher standard of service, delivery and post-product launch monitoring, MRSS India has the
transparency. appropriate resources and regional expertise to provide
tailored solutions for its clients.
The Company was originally incorporated as “Majestic
Research Services and Solutions Private Limited” at We provide actionable insights to our clients and assist
Bangalore, Karnataka, as a private limited company them in making better strategic decisions in their respective
under the provisions of the Companies Act, 1956 vide lines of business. The Company is professionally
Certificate of Incorporation dated December May 2, 2012 managed, with a Board of Directors comprising of three
bearing registration number 063818 issued by Registrar independent directors and two executive directors which
of Companies, Karnataka, Bangalore. Subsequently, the are experienced in the business of the Company. We
Company was converted into a public limited company
strive for the following values:
pursuant to Special Resolution passed by the Company
at its Extra Ordinary General Meeting held on July 10, • Integrity: We are committed to act in an ethical,
2014 and fresh certificate of incorporation dated August honest manner;
11, 2014 and the name of the Company was changed
to ‘Majestic Research Services and Solutions Limited’ • Respect: We believe that all people should be
vide fresh Certificate of Incorporation dated August 11, treated with consideration and dignity;
2014.The corporate identity number of the Company is
U72200KA2012PLC063818. • Teamwork: We are committed to long term,
effective partnerships internally as well as with our
Company’s registered office is situated at 2nd Floor Kalpak clients
Arcade, No. 46/70 Churchstreet Bangalore 560001 and
corporate office is situated at C-509, 5th Floor, Kanakia Zillion,
L.B.S. Marg, Kurla (West), Mumbai – 400070 India.

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Majestic Research Services and Solutions Limited
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OUR RESEARCH APPROACH AND BUSINESS PROCESS

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

Corporate Overview
milestones
• Establish internal and
external communication
protocols ANALYSIS & REPORTING
• Identify project execution • Tactical and strategic
DATA COLLECTION
team reporting
• Web-based online surveys
• CATI surveys • Highly flexible Web-based
• CAPI surveys using tablets reporting interface
• SMS based survey • Dynamic real-time reporting
DEFINE RESEARCH • Face-to-face surveys (pen & • Multi format original data
Business
OBJECTIVE paper) delivery
Objective
• Understanding Business • Qualitative focus groups • Executive summaries

Notice
needs • In-depth interviews presenting key insights and
• Translating into Research • Video streaming for assessing recommendations
objective FG • Solutions to address all
• Information Areas • Intermediate reporting of issues
• Defining critical metrics for survey • Advanced analytics solution
study • Audio capture of interviews • Dashboard Reports
• Observation exercise

Statutory Reports
• Eye Tracking
• Facial Expression
Recognition
• Neuro

The different stages of our business process of market 3. Data Collection:


research are given below:

Financial Statements
Data collection stage is the third stage wherein the
1. Define Research Objective: data is collected by means of - Web-based online
The first stage deals with understanding of the surveys, CATI surveys, CAPI surveys using tablets,
business needs of our esteemed clients and SMS based survey, Face-to-face surveys (pen &
translating their needs into research objective paper), qualitative focus group, in-depth interviews,
which involves providing a customized service intermediate reporting of survey, audio capture of
suiting their requirements. It also covers defining of interviews, eye trackings, Facial recognistions,
informative areas and critical metrics for study. Neuros, etc.

2. Study Design: 4. Analysis & Reporting:

After defining the research objective, the second This is the final stage where we report to our clients
stage consists of deriving the study design through tactical and strategic reporting, highly
and survey methodology is what that follows. It flexible web-based reporting interface, real-time
includes studies of research designing, designing reporting, executive summaries and dashboards
questionnaires for target group, developing of presenting key insights and recommendations,
sample plan, analyzing the plan, establishing solutions addressing all issues and advanced
timelines and milestones and identifying the project analytics solution.
and execution of it.

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Majestic Research Services and Solutions Limited
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OUR SPECTRUM OF INNOVATIVE RESEARCH generates certain beliefs, feelings, thoughts and
opinions to create a brand image in the consumer’s
TOOLS
mind
As technology and socioeconomic trends change, the
6. Market Research Online Communities
Company believes in adapting to the new means of
gaining customer insights providing better actionable Market Research Online Communities (MROCs)
insights and assists the clients in making better strategic are a relatively new technique for gathering real-
decisions. time, qualitative market research insights. It
typically consists of a closed network of like-minded
1. Vision Critical Insight Community
respondents taking part in a series of conversations
It is strategic research approach that brings together and structured exercises around a given topic.
the best people, ideas and practices for the digital
7. Neuromarketing
age–blending interactive technology, strategic
research, and insight communities’ expertise. It is a Neuromarketing is the use of brain-imaging
cutting-edge tool to engage consumers to provide technology to measure subconscious responses to
a continuous conversation/feedback. It brings the a variety of media, including advertising, packaging,
voice of the consumer into the organization by branding, television, and more. Companies around
getting to the heart of how customers think, and why the world use neuromarketing to enhance their
they do the things they do. Insight communities can consumer research with insights beyond those
be local or global, targeted or broad, short-term or gained by traditional methods. Neuroscientists
long-term, and can include hundreds or thousands estimate that up to 90% of all human decision
of people making occurs at a subconscious level. That means
that people are mostly unaware of what drives their
2. Eye Tracker
own behavior. What’s more, they find it especially
Eye tracker is a well-established method for pre- difficult to communicate their inner thoughts and
testing and analyzing print ads, TV, out-of-home feelings through traditional focus groups and
media, direct marketing, online, in game and other surveys. Neuromarketing allows you to measure
visual advertising. With eye tracking company can consumers’ immediate, subconscious responses to
measure exactly where people look and illuminate stimuli without asking a single question. Participants
hidden deficiencies that traditional market research simply wear state-of- the-art EEG headsets
methods cannot. that measure the brain’s response to the given
stimuli.
3. SMS Based Survey
8. Indoor Audience Management
We offer SMS based surveys on handheld devices.
Conduct surveys on mobile devices across It is a process of measuring how many and who
locations. Instant data collection report. Collate and are there in the audience. It offers an audience
analyze data in real-time. measurement solution which uses simple video
sensor to count actual viewers and overall
4. Perception Analyzer opportunities to see (OTS). It measures attention
Respondents use wireless, hand-held device times and dwell times and estimates the gender
to answer questions and give feedback during and age distributions of audience. A set of metrics
focus groups, presentations, meetings, etc. is made available in real time with simultaneous
A small wireless receiver, called a console is uploading to an online determining application.
connected to a computer. Perception Analyzer Its solutions are available as software or as an
software immediately tallies the results. Results all in one device which measures the strength
are instantly available spondents and viewers. and impact of media. These set of solutions can
Results collected through the use of this device are be deployed in retail stores, malls, agencies,
available for analysis in crosstab, graphical, and boutiques, transportation hubs, restaurants and
quick frequency formats. It can also be exported to event museums.
Excel, PowerPoint, SPSS, in HTML, and as JPGs 9. Online Survey:
or PDFs for presentations and reports.
In the online surveys, the respondents are able to
5. Sensorial MR answer the questionnaire by means of inputting
Sensory branding is a type of marketing that their answers while connected to the Internet.
appeals to all the senses in relation to the brand. Then, the responses are automatically stored in a
It uses the senses to relate with customers on survey database, providing hassle-free handling
an emotional level. Brands can forge emotional of data and a smaller possibility of data errors.As
associations in the customers’ minds by appealing the world is increasingly connected to the internet,
to their senses. A multi-sensory brand experience online and mobile surveys are a powerful tool as

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Majestic Research Services and Solutions Limited
www.mrssindia.com

they are relatively cost effective, quick turnaround and maintains a brilliant brand reputation. These
and highly customizable. are pulled up from all these channels and studied
thoroughly.
10. CATI and CAPI
Our expertise lies in harnessing the power of
Computer-assisted personal interviewing Social Media through strong understanding of
(CAPI) is an interviewing technique in which the social platforms and in-depth knowledge of tools
respondent or interviewer uses a computer to & proprietary databases. By analysing data, we
answer the questions. It is similar to computer- help brands to learn a lot about their customers,
assisted telephone interviewing, except that the their potential customers, and their business by
interview takes place in person instead of over the examining social insights.
telephone. This method is usually preferred over a

Corporate Overview
telephone interview when the questionnaire is long We expertise in creation of social media listening/
and complex. It has been classified as a personal monitoring strategy, configuration of the social
interviewing technique because an interviewer is media solutions, implementation of reporting
usually present to serve as a host and to guide the methodology, training the on-site client team, and
respondent. If no interviewer is present, the term Social Media Reporting with in-depth analysis
Computer-Assisted Self Interviewing (CASI) is to produce actionable insights together with
used. overseeing any social media issues.
11. Digital Behavior tracking We help brands to identify their strengths &
weaknesses, improve engagement efforts, measure
Software is developed that offers passive tracking brand health and track marketing campaigns
programs, which helps in observing online through social media insights
behaviour in a non-staged environment. This

Notice
software is installed on different personal devices 13. Facial Recognition
used by participants. They only track people who
have given their explicit consent and they offer Face analysis software provides with reliable
anonymity to the participants. They track what answers about how consumers and users react
websites the participants visit, apps they use, ads spontaneously to products, brands and content, by
they see and also search terms they enter. With the monitoring their facial expressions and how they
combination of online behaviour and background react to different stimuli, and by tracking where

Statutory Reports
information that participants share, it develops they look at. Face analysis software combines
insights using this behaviour data. emotion recognition, demographics and eye
tracking technologies in one solution. This software
12. Social Media Insights & Analytics tracks tiny movements of facial muscles and
translate them into universal facial expressions like
Social media is unavoidable nowadays. This is happiness, surprise, sadness, anger and more.
especially true if you are a brand and your intention
is to leave a mark with your consumers for better 14. Virtual Reality
product/service recall, communication, retention,
Virtual Reality methodology is one of the key

Financial Statements
product/service launch, complaints handling etc. In
short, if you want to succeed in the current market, strategies provided by Market Researcher to get
you cannot avoid social media as a brand or a better result from target Audience. Instead of simply
company. observing consumers behave, companies want to
know reason behind every decision. Virtual Reality
Social media platforms like Twitter, Snapchat, presents businesses with an opportunity to study
Instagram, Facebook are the treasure trove of their audience in greater depth than ever before in
consumer data. Even though due to recent events, a cost-effective manner.
Facebook has refrained all data monitoring, the
others are still available. Analyzing those help the 15 Social Research
marketers create robust market strategies. We are also involved in many social research practices.
Basically, SM insights help to see who the followers Social Research practices provide research services
are and what they like. It helps to improve the to statutory, Government, academic charitable
content and determine the best times to post. By and voluntary bodies.Social research is based
keeping track of social insights, brand can see on logic and empirical observations. Social research
what content is working. Brand can replicate and attempts to create or validate theories through data
promote it to keep brand audience engaged. collection and data analysis. In this area we focused
on various social issues like gender inequality and
As a thumb-rule, the strategy created should unify education, child labour etc. the survey contains a
all the channels as a homogeneous group and core module covering age, gender , social class,
not as stand-alone platforms. Understanding the ethnicity, political affiliation, sexual orientation,
reach, engagement and sentiment trends creates community background etc.

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Majestic Research Services and Solutions Limited
www.mrssindia.com

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.

The pre- MRSS India


We generate new Once the mandate is won, the
engagement prepares
clients by a variety of Experienced qualitative and/
Process begins Presentation/
methods including: or quantitative teams in the
with us receiving proposal consisting
respective geographies will
a Request for of:
run the project.
Word of Its brand Quotation (RFQ)
mouth name in the from potential Reduction in Risk
customers. Design & Study Management
market methodology
of study Some Remaining
Advance on project
Targeted Regular
payment completion
pitching to participation
Project Study upfront with credit
short listed in events
Costing Duration period as
potential
per industry
clients
norms

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Majestic Research Services and Solutions Limited
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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.

Corporate Overview
Information Consumer
Health Care FMCG Pharmaceutical Technology Durables

Notice
Media Aviation Automobile Agriculture

Statutory Reports
Telecom Government Social Research

Financial Statements
BFSI

Annual Report 2017-18 9


Majestic Research Services and Solutions Limited
www.mrssindia.com

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 Innovative Specialists with


Marketing Technology industry/sector
Consultancy knowledge

Unique Multi Country Only listed


Knowledge Research Company in
Management Capability market research
System

Senior Categorized as
researchers in the SME
industry

1. Innovative Technology:
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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Majestic Research Services and Solutions Limited
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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-Country research capability:
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

Corporate Overview
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.

Notice
8. Only Listed Company in Market Research:
Being a listed entity, provides huge exposure, client recall, ensures transparency and boosts confidence

Statutory Reports
Financial Statements

Annual Report 2017-18 11


Majestic Research Services and Solutions Limited
www.mrssindia.com

STRATEGIC PARTERHIPS

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 Asia
Founded 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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Majestic Research Services and Solutions Limited
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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

Corporate Overview
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

Notice
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.

Statutory Reports
Financial Statements

Annual Report 2017-18 13


Majestic Research Services and Solutions Limited
www.mrssindia.com

NOTICE
NOTICE is hereby given that the 6th Annual General SPECIAL BUSINESS:
Meeting of the Members of Majestic Research Services
4. Appointment of Ms. Ritu Gupta (DIN: 08037643)
and Solutions Limited will be held on Friday, 28th
as an Independent Director of the Company.
September, 2018 at 4.00 P.M. at Regenta Inn - No. 15
Down Ton Park, Sadahalli Road & Gate, Bangalore To consider and if thought fit, to pass with or without
international Airport Road, Next to ITC Factory, modification, the following resolution as Ordinary
Bengaluru, Karnataka - 562157 to transact the following Resolution:
Business: “RESOLVED THAT, pursuant to the provisions
ORDINARY BUSINESS: of sections 149, 150, 152 and other applicable
provisions of the Companies Act, 2013 and the
1. To receive, consider and adopt: Rules made there under read with Schedule IV to
a) the Audited Financial Statements of the the Companies Act, 2013 (including any statutory
Company for the financial year ended March modification(s)or re-enactment thereof for the time
31, 2018 together with the Report of the Board being in force) and applicable regulations of SEBI
of Directors and Auditors thereon; and (Listing Obligations & Disclosure Requirements),
Regulations, 2015, Ms. Ritu Gupta, (DIN:
b) the Audited Consolidated Financial Statements 08037643), who was appointed as an Additional
of the Company for the financial year ended Director in the capacity of Independent Director of
March 31, 2018 together with the report of the the Company w.e.f. 29th December, 2017 by the
Auditors thereon. Board of Directors pursuant to Section 161 of the
2. To appoint a Director in place of Mr. Rajendra Kumar Act and as recommended by the Nomination and
Remuneration Committee and who holds office
Sharma – Whole-Time Director (DIN: 06879460),
only upto the date of this Annual General Meeting
who retires by rotation in terms of section 152(6) of
of the Company and in respect of whom the
the Companies Act, 2013 and, being eligible, offers
Company has received a notice in writing from a
himself for re-appointment.
Member proposing his candidature for the office of
3. To fix the remuneration of the Statutory Auditors Independent Director, be and is hereby appointed
for the F.Y 2018-19 and in this connection, to as an Non-Executive Independent Director of the
consider and if thought fit, to pass with or without Company, for a period of five years starting from
modification, the following resolution as Ordinary 29th December, 2017 to 28th December, 2022 and
Resolution: she will not be liable to retire by rotation.”

“RESOLVED THAT pursuant to the provisions of “RESOLVED FURTHER THAT any Director of the
Section 142 and other applicable provisions, if any, Company be and is hereby authorized jointly and
of the Companies Act, 2013 and the Rules made severally to do all such acts and things as may be
thereunder, (including any statutory modification(s) necessary and expedient to give effect to the above
or any amendment(s) thereto, or any substitution(s) resolution on behalf of the Company.”
or re-enactment(s) made thereof, for the time 5. Regularisation of Additional Director Mr. Daniel
being in force), the remuneration of M/s .R. T. Foreman (Din: 08183190) as the Executive
Jain & Co. LLP, Chartered Accountants, (Firm Director of the Company:
Reg. no. 103961W/W100182), as Statutory
To consider, and if thought fit, to pass with or
Auditors of the Company for the F.Y 2018-19 be
without modification(s), the following Resolution as
such as recommended by the Audit Committee
a Special Resolution:
and approved by the Board of Directors of the
Company, apart from reimbursement of out of “RESOLVED THAT pursuant to the provisions
pocket expenses as may be incurred by them for of sections 152, 196, 197 and other applicable
the purpose of audit.” provisions of the Companies Act, 2013 and the
Rules made there under read with Schedule V to

14 Annual Report 2017-18


Majestic Research Services and Solutions Limited
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the Companies Act, 2013 (including any statutory Foreman as the minimum remuneration in the
modification(s)or re-enactment thereof for the time event of absence or inadequacy of profits in
being in force) read with Articles of Associations of any financial year of the Company.
the Company and applicable regulations of SEBI
Other terms and conditions:
(Listing Obligations & Disclosure Requirements),
Regulations, 2015, Mr. Daniel Foreman, (DIN: a. He shall not be paid any sitting fees for
08183190), who was appointed as an Additional attending Board/ Committee Meetings.
Director in the capacity of Executive Director of
b. He shall not become interested or otherwise
the Company on July 27, 2018 by the Board of
concerned directly or through his wife and/or

Corporate Overview
Directors pursuant to Section 196, 161 and other minor children in any selling agency without
applicable provisions of Companies Act, 2013
prior approval of the Central Government.
and who holds office upto the date of this Annual
General Meeting of the Company be and is hereby c. The appointment may be terminated by the
appointed and as an Executive Director of the Company or by Mr. Daniel Foreman by giving
Company, subject to the approval of the Central not less than one months’ prior notice in
Government, for a period of five years starting from writing.
27th July, 2018 to 26th July, 2023 on the following “RESOLVED FURTHER THAT any Director of the
terms and conditions – Company be and is hereby authorized jointly and
i) Remuneration: severally to do all such acts and things as may be

Notice
necessary and expedient to give effect to the above
Gross salary shall be 11,000 per month
resolution on behalf of the Company.”
(Rupees Eleven Thousand only) subject to
review on year on year basis at the discretion
of Board; By Order of the Board of Directors
The above salary includes Basic Salary, For Majestic Research Services and

Statutory Reports
House Rent Allowances, Conveyance, Solutions Limited
Medical Reimbursement, etc.
ii) Perquisites
Perquisites as per details given below:- Kajal Sudani
Company Secretary
a. Contribution to Provident Fund as per (M. No. A45271)
the Company’s rules and applicable

Financial Statements
provisions of the relevant statutes; Place: Mumbai,
Date: 24th August, 2018
b. Reimbursement of actual travelling
incurred on behalf of the Company.
iii) Minimum Remuneration: Registered office:
2nd Floor, Kalpak Arcade,
The above remuneration (including No. 46/17, Church Street,
perquisites) shall be paid to Mr. Daniel Bangalore – 560001

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NOTES: enable us to give you a duly filled attendance slip


for your signature and participation at the meeting.
1. A MEMBER ENTITLED TO ATTEND AND VOTE
IS ENTITLED TO APPOINT PROXY(S) TO 7. Members are requested to bring Annual Report
ATTEND AND VOTE INSTEAD OF HIMSELF 2017- 18 along with them to the Annual General
AND PROXY(S) NEED NOT TO BE A MEMBER Meeting, since extra copies will not be supplied at
OF THE COMPANY. Pursuant to the provisions the Meeting.
of Section 105 of the Companies Act, 2013, a
8. In case of Joint holder attending the Meeting, only
person can act as a proxy on behalf of not more
such Joint holder who is higher in the order of
than fifty members and holding in aggregate
names will entitled to vote.
not more than ten percent of the total Share
Capital of the Company. Members holding 9. A member is entitled to inspect proxies lodged
more than ten percent of total Share Capital at any time before 24 hours of the time fixed for
of the Company may appoint a single person commencement of the meeting ending with the
as proxy, who shall not act as a proxy for conclusion of the meeting, provided that not less
any other Member. The Instrument of Proxy, than three days’ notice in writing is given to the
in order to be effective, should be deposited company.
at the registered office of the Company, duly
10. The requirement to place the matter relating to
completed and signed, not later than 48 hours
appointment of Auditors for ratification by members
before the commencement of the meeting. A proxy
at every Annual General Meeting is done away
Form is annexed to this notice. Proxies submitted
with vide notification dated May 7, 2018 issued
on behalf of Limited Companies, Societies, etc.,
by the Ministry of Corporate Affairs, New Delhi.
must be supported by an appropriate resolution/
Accordingly, no resolution is proposed for ratification
authority, as applicable. Applicable revenue stamp
of appointment of Auditors, who were appointed in
to be affixed on the proxy form.
the 3rd Annual General Meeting.
2. The Explanatory Statement pursuant to sub -
11. The Register of Directors and Key Managerial
section (1) of section 102 of the Companies Act,
Personnel and their shareholding maintained under
2013 in respect of Special Business is annexed
section 170 of the Companies Act, 2013 and the
hereto and forms part of this Notice.
Registers of Contracts or Arrangements in which the
3. A Statement giving the relevant details of the directors are interested maintained under section
Directors seeking re-appointment under Item No. 2, 189 of the Companies, 2013 will be available for
of the accompanying Notice is annexed herewith. inspection by the members at the AGM.
4. Members, Proxies and Authorized Representatives 12. Corporate Members intending to send their
are requested to bring to the meeting, the authorized representative to attend the Annual
Attendance Slip enclosed herewith, duly completed General Meeting, pursuant to Section 113 of the
and signed, mentioning therein details their DP ID Companies Act, 2013 are requested to send to
and Client ID/ Folio No. the Company, a certified copy of relevant Board
resolution together with the respective specimen
5. For the convenience of Members and for the
signatures of those representative(s) authorized
proper conduct of the meeting, entry to the place
under the said resolution to attend and vote on their
of meeting will be regulated by an Attendance Slip,
behalf at the meeting.
which is annexed to the proxy form, Members/
Proxies attending the meeting are kindly requested 13. The Notice of the Annual General Meeting along
to complete the enclosed Attendance Slip, affix with the Annual Report 2017-18 is being sent to
their signature at the place provided thereon and those who are members of the Company as on
hand it over at the entrance. August 24, 2018 (Cut –Off Date) by electronic
6. Shareholders are requested to tender their mode to those Members whose email addresses
Attendance Slips at the registration counters at are registered with Company/ Depositories, unless
the venue of the AGM and seek registration before any member has requested for a physical copy of
entering the Meeting Hall. In order to enable us to the same. For Members who have not registered
register your attendance at the venue of the Annual their e-mail addresses physical copies are being
General Meeting, we request you to bring your folio sent by the permitted mode. A copy of the Notice
number/demat account number/DP ID-Client ID to
of Annual General Meeting along with the Annual

16 Annual Report 2017-18


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Report is also available for download on website of intimated to the Depository Participants will then be
the Company www.mrssindia.com. To support the automatically reflected in the Company’s records
‘Green initiative’ Members who have not registered which will help the Company and its Registrar
their email addresses are requested to register and Transfer Agent, Bigshare Services Private
the same with Company’s Registrar and Transfer Limited, to provide efficient and better services to
Agents, M/s Bigshare Services Private Limited/ the Members. Members holding Shares in physical
Depositories. form are requested to advice such changes to
the Company’s Registrar and Transfer Agents,
14. All the Members are requested to
Bigshare Services Private Limited.

Corporate Overview
i. Intimate immediately any changes in their
17. The Securities and Exchange Board of India (SEBI)
address to Company’ Registrar and Share
has mandated the submission of Permanent
Transfer Agent, details of whom are provided
Account Number (PAN) by every participant in
below -
securities market. Members holding shares in
M/s Bigshare Services Private Limited electronic form are, therefore, requested to submit
1st Floor, Bharat Tin Works Building, PAN to their Depository Participants with whom they
are maintaining their demat accounts. Members
Opp. Vasant Oasis, Makwana Road, Marol, holding shares in physical form can submit their
Andheri East, Mumbai- 400059 (M.H.) PAN details to the Company/ Registrar & Transfer
Agent.

Notice
Tel: 91-022-62638200
18. Members holding Shares in physical form are
E-mail: investor@bigShareonline.com, requested to consider converting their holding to
Website: www.bigShareonline.com dematerialized form to eliminate all risks associated
with physical Shares and for ease of portfolio
ii. Send all correspondence relating to transfer management. Members can contact the Company’s
and transmission of Shares to Registrar and

Statutory Reports
Registrar and Transfer Agents, Bigshare Services
Transfer Agent and not to the Company. Private Limited for assistance in this regard.
iii. Quote their Folio No./ Client ID No. in their 19. The Register of Members and Share Transfer
correspondence with the Registrar and Share Books of the Company will remain closed from
Transfer Agent. Tuesday, 25th September, 2018 to Friday, 28th
iv. Send their queries related to accounts and September, 2018 (both days inclusive) for purpose
operations of the Company at least 10 days of Annual General Meeting.

Financial Statements
in advance so the required information can be 20. Pursuant to the prohibition imposed vide Secretarial
made available at the meeting. Standard on General Meetings (SS-2) issued by
v. Intimate Registrar and Share Transfer Agent, the ICSI and the MCA circular, no gifts/coupons
M/s Bigshare Services Private Limited for shall be distributed at the Meeting.
consolidation of folios, in case having more 21. Company is exempted from conducting E – Voting
than one folio. vide Rule 20(2) of Companies (Management and
15. All documents referred to in the accompanying Administration) Rule, 2014, as amended from time
notice are open for inspection at the Registered to time. So voting will be conducted by means of
Office (in electronic mode) and Corporate Office of ballot paper at the Annual General Meeting.
the Company on all working days, except Saturday 22. Only bonafide members of the Company whose
and Sunday during working hours. names appear on the Register of Members/Proxy
16. Members holding Shares in dematerialization form holders, in possession of valid attendance slips
are requested to intimate all changes pertaining duly filled and signed will be permitted to attend the
to their registered email addresses, bank details, meeting. The Company reserves its right to take all
NECS, mandates, nominations, power of attorney steps as may be deemed necessary to restrict non-
etc. to their Depository Participants. Changes members from attending the meeting.

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BRIEF RESUME OF THE DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT


AT THE 6th ANNUAL GENERAL MEETING
[Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

Name Mr. Rajendra Kumar Sharma Ms. Ritu Gupta Mr. Daniel Foreman
DIN 06879460 08037643 08183190
Designation Whole-Time Director and CFO Independent Women Director Executive Director
th th
Date of Birth 17 April, 1973 27 February, 1972 10th March, 1974
Date of First 13th June, 2014 29th December, 2017 27th July, 2018
Appointment
Qualifications Master of Management Studies Bachelor of Engineering Bachelor of Science
(MMS) in Marketing. (Electronics & Telecom) specializing in Psychology
and pure mathematics.
Profile Rajendra Kumar Sharma Ritu Gupta has over 17 years of Mr. Daniel Foreman is the
has more than 17 years of experience in the Information resident of United Kingdom.
experience in finance, banking Technology industry, and about He is a pioneer of emerging
and investments. He is 3 years of experience as a technologies and developing
responsible for arranging funds software trainer. markets. His vast work
for expansion, monitoring experience has benefitted
Ritu currently works as a Project
the corporate finance and innumerable companies
Lead and Documentation
accounts, ensuring timely by bringing them on to the
Strategist at Cisco Systems,
completion of internal and industry map.
an American multinational
statutory audits matters of our
technology conglomerate that He is also the Chairman
Company.
develops, manufactures and of Zappistore and Bakamo
sells high-technology services Social. He served as
and products. Managing Director for Focus
Vision Europe and Asia of
Focus Vision Worldwide,
Inc. Mr. Foreman served as
Planning Director of WFCA
Integrated, Director for
Incite Marketing Planning,
European MR Director of
Kimberly-Clark, Project
Director for Added Value and
Senior Research Executive
of Research International. He
is Non-Executive Director &
Operating Advisor at Hatted
Directorships 1. Atrevido Research And Nil Nil
held in other Consultants private
companies Limited
2. Focus Suites Solutions &
Services Limited
Memberships/ Nil Nil Nil
Chairmanships
of Committees
of other
companies

18 Annual Report 2017-18


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Name Mr. Rajendra Kumar Sharma Ms. Ritu Gupta Mr. Daniel Foreman
Number 9 1 Nil
of Board
Meetings
attended
during FY
2017-18
Relationship Not related to any Director/Key Not related to any Director/Key Not related to any Director/
with other Managerial Personnel Managerial Personnel Key Managerial Personnel

Corporate Overview
Directors, Key
Managerial
Personnel
Number of 18,28,990 Nil Nil
shares held in
the Company
Number of Nil Nil Nil
Stock Options
Terms and In terms of Section 152(6) of Appointment for a period of Appointment for a period of

Notice
Conditions of the Act, Mr. Rajendra Kumar 5 years as per the terms and 5 years as per the terms and
appointment/ Sharma who was appointed as conditions provided in the conditions provided in the
re-appointment a Whole-time Director on June Companies Act, 2013 and Companies Act, 2013 and
13, 2014 is liable to retire by LODR / listing regulations LODR / listing regulations
rotation at the Meeting.
Remuneration ` 15 Lakhs Nil Nil

Statutory Reports
last Drawn
(including
sitting fees, if
any)

Financial Statements

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ANNEXURE I TO THE NOTICE


Explanatory Statement
(Pursuant to of section 102 of the Companies Act, 2013)
The following explanatory statement, pursuant to section 102 of the Companies Act, 2013, set out all material facts
relating to the business mentioned in the item 4 and 5 of the accompanying Notice dated 24th August, 2018.
ITEM 4: Appointment of Ms. Ritu Gupta (DIN: 08037643) as an Independent Director of the Company:
The Board of Directors based on the recommendation of Nomination and Remuneration Committee appointed
Ms. Ritu Gupta (DIN: 08037643) as Additional Director under the category of Independent Director with effect from
29th December, 2018. Pursuant to Section 161 of the Companies Act 2013, read with applicable articles of the
Articles of Association of the Company, she holds office as Additional Director of the Company up to the date of
this Annual General Meeting subject to confirmation by the members of the Company. The Company has received
notice pursuant to Section 160 of the Companies Act 2013, from a Member proposing her candidature for the office
of Director of the Company in the forthcoming Annual General Meeting.
The Company has received from Ms. Ritu Gupta (DIN:08037643) (i) Consent in writing to act as Director in Form
DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rule, 2014; and (ii) intimation
in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rule, 2014, to the effect that he is
not disqualified under sub-section (2) of Section 164 of the Companies Act, 2018.
Brief profile of Ms. Ritu Gupta (DIN:08037643) alongwith other details as required to be disclosed under the provisions
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards- 2
issued by the Institute of Company Secretaries of India, are provided as Annexure attached to the Notice. The board
is of the opinion that he complies with the criteria for Independent Director specified under section 149(6) of the Act
and the Listing regulations with the stock exchanges. Considering the qualification, experience, stature and standing
of Ms. Ritu Gupta is qualified to be appointed as Independent Director of the company and his association and
guidance will be great value to the company.
The Directors of the Company recommend the resolution set out in Item No. 4 for your approval by way of ordinary
resolution.
Except for Ms. Ritu Gupta who is interested in the resolution set out in item no. 4 of the Notice pertaining to her
appointment as Independent Director, none of the Directors and Key Managerial Persons or their relatives are in
anyway interest in the passing of the said resolution.

ITEM NO. 5: Regularisation of Additional Director Mr. Daniel Foreman (Din: 08183190) as an Executive
Director of the Company:
The Board of Directors based on the recommendation of Nomination and Remuneration Committee appointed Mr.
Daniel Foreman, (DIN: 08183190) as Additional Director in the capacity of Executive Director of the Company on
July 27, 2018. Pursuant to Section 196, 161 and other applicable provisions of the Companies Act 2013, he holds
office of executive director subject to the approval of the members in this Annual General Meeting and approval of
the Central Government.
The Board is of the view that the appointment of Mr. Daniel Foreman on the Company’s Board as Director is desirable
and would be beneficial to the Company and hence it recommends the said Resolution No. 5 for approval by the
members of the Company.
Brief profile of Mr. Daniel Foreman alongwith other details as required to be disclosed under the provisions of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards- 2 issued by
the Institute of Company Secretaries of India, are provided in the Annexure attached to the Notice.

20 Annual Report 2017-18


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In view of above, you are requested to grant your consent to the Special Resolution as set out in Item No. 5 of the
Notice of the Company
The Directors of the Company recommended the resolution set out in Item No. 5 for your approval.
Except Mr. Daniel Foreman who is interested in the resolution set out in item no. 5 of the Notice pertaining to his
appointment as Executive Director, none of the Directors and Key Managerial Persons or their relatives has any
interest in the passing of the said resolution.

By Order of the Board of Directors


For Majestic Research Services and

Corporate Overview
Solutions Limited

Kajal Sudani
Company Secretary
(M No. A45271)
Place: Mumbai,
Date: 24th August, 2018

Notice
Statutory Reports
Financial Statements

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Majestic Research Services and Solutions Limited
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ANNEXURE II TO THE NOTICE


ROUTE MAP AND PROMINENT LANDMARK OF THE VENUE OF THE
ANNUAL GENERAL MEETING
Venu: Regenta Inn - No. 15 Down Ton Park, Sadahalli Road & Gate, Bangalore international Airport Road,
Next to ITC Factory, Bengaluru, Karnataka - 562157

22 Annual Report 2017-18


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BOARD’S REPORT
Dear Members,
The Board of Directors are pleased to present the Company’s Sixth Annual Report and the Company’s
audited financial statements (standalone and consolidated) for the financial year ended March
31, 2018.
1. FINANCIAL SUMMARY
(฀ in Lakhs)
Particulars Standalone Consolidated

Corporate Overview
2017-2018 2016-2017 2017-2018 2016-2017
Revenue from Operations 4620.28 2,293.04 6,444.95 2,293.04
Other Income 16.12 3.58 92.51 4.71
Total income 4,636.40 2,296.62 6,537.46 2,297.77
Less Total Expses 3,084.78 1,597.22 4,720.27 1,598.20
Profit or Loss before Tax 1,551.62 699.40 1817.19 699.55
Less: Current Tax (454.65) (242.92) (454.65) (243.04)
Deferred Tax (Liability) / Asset (1.28) 6.59 (1.28) 6.61
Profit or (Loss) After Tax 1,095.56 463.07 1,361.26 463.13

Notice
Add: Balance as per last Balance Sheet 721.19 258.12 721.54 254.70
Less: Transfer to Reserves - - - -
Less: Interim Dividend Paid (49.98) - (49.98) -
Less: Dividend Distribution tax (10.18) (10.18) -
Less: Pre Acquisition Profit - - (119.49) 3.71

Statutory Reports
Balance Transferred to Balance Sheet 1,756.73 7,21.19 1,903.15 721.54

2. REVIEW OF OPERATIONS Your Directors do not propose to transfer any


During the year under review, the Standalone amount to the General Reserve for the financial
Financial results for the year show a Total Income of year ended March 31, 2018.
`4,636.40 Lakhs compared to `2,296.62 Lakhs and 4. TRANSFER OF UNCLAIMED DIVIDEND TO
standalone Net Profit after tax of `1,095.56 Lakhs INVESTOR EDUCTION AND PROTECTION

Financial Statements
as compared to `463.07 Lakhs in the previous year FUND
and the Consolidated Financial results for the year
show Total Income of `6,537.46 Lakhs compared to Pursuant to provisions of Section 124 & 125 of the
`2,297.77 Lakhs and Consolidated Net Profit after Companies Act, 2013, the company is not required
tax of `1,361.26 Lakhs compared to `463.13 Lakhs to transfer the amount to the Investor Education
in the previous year. and Protection Fund (IEPF) established by the
Central Government as the company have declare
Your Directors are optimistic about Company’s the Interim Dividend for the first time and there is
business and hopeful of better performance with no unpaid/unclaimed Equity Shares Dividend in
increased revenue in next year. There was no FY 2017-2018.
change in the nature of business of Company.
5. CHANGE IN SHARE CAPITAL
3. DIVIDEND
During the year under review an interim dividend i. BONUS SHARES
of `0.50 (i.e 5 % post bonus), each per share on Pursuant to the recommendation of the
99,96,000 Equity Shares of `10/- each was paid by Board of Directors at its Meeting held on
the Board of Directors of the Company. 29th August, 2017 and approval of the Members
The equity dividend outgo for the Financial Year of the Company in Annual General Meeting
2017-18, inclusive of tax on distributed profits held on 25th September, 2017, your Company
would be upto `60.16 lakhs. has on 13th October, 2017 allotted 49,98,000

Annual Report 2017-18 23


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Equity Shares of `10 each as fully paid-up 2017. For the detail please refer note 31 to
Bonus Shares in the ratio of one Bonus Share financial statements.
for every one existing Equity Share of the ii. PREFERENTIAL ISSUE
Company held by the Shareholders as on the
Record Date i.e. 13th October, 2017. The proceeds from the preferential issue has
been utilised for the object as stated in the
Consequently, the paid-up Equity Share explanatory statement to the Notice for the
Capital of the Company increased to Annual General Meeting held on September
`9,99,60,000 divided into 99,96,000 Ordinary 25, 2017.
(Equity) Shares of `10 each, fully paid-up. 7. MANAGEMENT DISCUSSION & ANALYSIS
ii. PREFERENTIAL ISSUE: REPORTS

During year under review, the Company had Management Discussion & Analysis Report has
been separately furnished in the Annual Report.
Issued and allotted 30,000 equity shares of
face value of `10/- each on preferential basis 8. FINANCE
to Mr. Sarang Panchal (Managing Director Cash and Bank Balance as at 31st March, 2018 was
and Promoter) at a price of `250/- per share `2,571.24 Lakhs.
(including premium of `240/- per share) on
29th December, 2017 and the same has been The Company continues to focus on judicious
management of its working capital, receivable and
credited in demat account on 9th March, 2018.
other working capital parameters were kept under
Consequent to the aforesaid allotment, strict check through continuous monitoring.
the share capital of the Company stands 9. DEPOSITS
increased to `10,02,60,000 divided in
1,00,26,000 equity shares of `10/- each, fully The Company has neither accepted nor renewed
paid-up. any deposits during the year under review.
10. PARTICULARS OF LOANS, GUARANTEES OR
Additional Information:
INVESTMENTS MADE UNDER SECTION 186 OF
The Board of Directors in its Meeting held THE COMPANIES ACT, 2013
on 27th April, 2018 have approved to issue Particulars of loans given, Investments made,
and allot upto 30,000 equity shares of Face guarantees given and securities provided along
value of `10/- each on preferential basis to with the purpose for which the loan or guarantee or
Mr. Sarang Panchal (Managing Director & security is proposed to be utilised by the recipient
Promoter), at a price of ` 315 (Rupee Three are provided in the standalone financial statement
Hundred Fifteen Only) including premium of which is attach to this report.
` 305 (Rupee Three Hundred Five only). The 11. INTERNAL CONTROL SYSTEM AND RISK
same has been approved by the members MANAGEMENT
of the Company on 6th June, 2018 through
Postal Ballot. The Company has established a well-defined
process of risk management, wherein the
However due to unfavorable market condition, identification, Analysis and assessment of the
the Board has decided not to raise the fund various risks, measuring of the probable impact of
through proposed preferential Issue for which such risks, formulation of risk mitigation strategy
the approval of member was taken through and implementation of the same takes place in
Postal Ballot. a structured manner. Though the various risks
associated with the business cannot be eliminated
6. USE OF PROCEEDS completely, all efforts are made to minimize the
impact of such risks on the operations of the
i. FURTHER PUBLIC OFFER
Company. Necessary internal control systems
The Proceed raised from the Further Public are also put in place by the Company on various
Issue (FPO) of the Company are in process of activities across the board to ensure that business
deployment for the purpose of the objects as operations are directed towards attaining the stated
stated in the prospectus dated 7th December, organizational objectives with optimum utilization of
the resources.

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


OUTGO
The provisions of Section 134(m) of the Companies Act, 2013 is not applicable to our Company as the Company
does not own any manufacturing facility.
(a) Conservation of energy

(i) the steps taken or impact on conservation of Company’s operation does not consume
energy significant amount of energy.
(ii) The steps taken by the company for utilizing Not applicable, in view of comments in clause (i)

Corporate Overview
alternate sources of energy
(iii) the capital investment on energy conservation Not applicable, in view of comments in clause (i)
equipment’s
(b) Technology Absorption : Not Applicable

(i) the effort made towards technology absorption


(ii) the benefits derived like product improvement cost reduction product development or import
substitution
(iii) in case of imported technology (important during the last three years reckoned from the beginning
of the financial year)

Notice
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv) the expenditure incurred on Research and Development

Statutory Reports
(c) Foreign Exchange Earnings and Outgo
(` in Lakhs)

Current Year Previous year


Foreign Exchange earnings (inflow)* 1957.71 883.06
Foreign Exchange outgo (outflow) 14.80 42.64

Financial Statements
* The above inflow earnings amounts includes accrued and due receivable also.
13. INDUSTRIAL RELATION Company with effect from 10th May, 2017 in place of
Ms. Priamvada Princeton and the same has been
During the year under review, your Company
regularized in the Annual General meeting held on
enjoyed cordial relationship with clients and
25th September, 2017.
employees at all levels.
Ms. Shwetambari Rao Chandrakant has ceased to
14. DETAILS OF DIRECTORS / KMP / APPOINTED /
be the Non-Executive Independent Director with
RESIGNED DURING THE YEAR:
effect from 9th November, 2017 and also ceased
During the year under review, Ms. Priamvada to act as Member in various committees of the
Princeton resigns as Non-Executive Independent Company. The Board of Directors expressed its
Director with effect from 10th May, 2017 and also gratitude to Ms. Shwetambari Rao Chandrakant for
ceased to act as Member in various committees being the Non-Executive Independent Director of
of the Company. The Board of Directors wishes to the Company during the said time.
place on record her appreciation for contribution
Ms. Ritu Gupta has been appointed as Additional
made by her during the tenure as a Non-Executive
Non-Executive in capacity of Independent
Independent Director.
Director of the Company with effect from
Ms. Shwetambari Rao Chandrakant has been 29th December, 2017 in place of Ms. Shwetambari
appointed as additional Independent Director of the Rao Chandrakant. The appointment of Ms. Ritu

Annual Report 2017-18 25


Majestic Research Services and Solutions Limited
www.mrssindia.com

Gupta is proposed to be confirmed in the ensuing Stake Holders Relationship Committee:


Annual General Meeting.
Sr. Name Status in
In accordance with the provisions of the Companies
No. Committee
Act, 2013 and Articles of Association of the
Company, Mr. Rajendra Kumar Sharma – Whole- 1 Rupesh Bhujbal Chairman
Time Director (DIN: 06879460) of the Company
is liable to retire by rotation in the ensuing Sixth 2 Priamvada Princeton Member
Annual General Meeting and being eligible seeks (upto 10.05.2017)
re-appointment. 3 Shwetambari Rao Chandrakant Member
15. COMPOSITION OF BOARD AND STATUTORY (w.e.f. 10.05.2017 and upto
COMMITTEES FORMED THEREOF 09.11.2017)

Board of Directors: 4 Ritu Gupta (w.e.f. 29.12.2017) Member


Category Name of Director 5 Rajesh Oberoi Member
Executive and Mr. Rajendra Kumar
Non Independent Sharma 16. DECLARATION OF INDEPENDENT DIRECTORS
Director Mr. Sarang Panchal The Company has received necessary declaration
Non-Executive Mr. Rupesh Bhujbal from all the Independent Directors under Section
and Independent Mr. Rajesh Oberoi 149(7) of the Companies Act, 2013 confirming that
Director Ms. Priamvada Princeton they meet the criteria of independence as laid down
(upto 10.05.2017) in Section 149(6) of the Companies Act, 2013 and
Ms. Shwetambari Rao SEBI (LODR) Regulations, 2015.
Chandrakant
(w.e.f. 10.05.2017 and upto 17. PERFORMANCE EVALUATION OF THE BOARD,
09.11.2017) ITS COMMITTEES
Ms. Ritu Gupta A formal evaluation of the performance of the
(w.e.f. 29.12.2017) Board, its Committees, the Chairman and the
Audit Committee: individual Directors was led by Nomination &
Remuneration Committee, the evaluation was done
Sr. Name Status in using individual interviews covering amongst other
No. Committee vision, strategy and role clarity of the Board. Board
1 Rupesh Bhujbal Chairman dynamic and processes, contribution towards
2 Priamvada Princeton Member development of the strategy, risk management,
(upto 10.05.2017) budgetary controls, receipt of regular inputs and
3 Shwetambari Rao Chandrakant Member information, functioning, performance & structure
(w.e.f. 10.05.2017 and upto of Board Committees, ethics & values, skill set,
09.11.2017) knowledge & expertise of Directors, leadership etc.
4 Ritu Gupta (w.e.f. 29.12.2017) Member
As part of the evaluation process the performance
5 Rajesh Oberoi Member of Non- Independent Directors, the Chairman
Nomination And Remuneration Committee: and the Board was done by the Independent
Directors. The performance evaluation of the
Sr. Name Status in respective Committees and that of independent
No. Committee and Non Independent Directors was done by the
1 Rupesh Bhujbal Chairman Board excluding the Director being evaluated. The
2 Priamvada Princeton Member Directors expressed satisfaction with the evaluation
(upto 10.05.2017) process.
3 Shwetambari Rao Chandrakant Member 18. MEETINGS OF THE BOARD
(w.e.f. 10.05.2017 and
Nine meetings of the Board of Directors were held
upto 09.11.2017)
during the year. The intervening gap between the
4 Ritu Gupta (w.e.f. 29.12.2017) Member meetings was within the period prescribed under
5 Rajesh Oberoi Member Companies Act, 2013.

26 Annual Report 2017-18


Majestic Research Services and Solutions Limited
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19. DIRECTORS RESPONSIBILITY STATEMENT 21. SUBSIDIARIES, ASSOCIATES AND JOINT


VENTURE COMPANIES
To the best of their knowledge and belief and
according to the information and explanation During the year under review, Majestic Research
obtained by them, your Directors make the following Services Asia Pte. Ltd [Formerly Known as Market
statements in terms of the Section 134(3)(c) of the Probe Asia Pacific Pte. Ltd – Name changed
Companies Act, 2013: w.e.f. 08.11.2017] and Majestic Research Asia
Pacific Pte. Ltd became the subsidiary of the your
(i) That in the preparation of the annual financial
company. The Company has 3 Subsidiaries as on
statements for the year ended March 31, 2018,
the date of the Report.
the applicable accounting standards have

Corporate Overview
been followed along with proper explanation 1. Atrevido Research and Consultants
relating to material departures, if any; Private Limited (ARACPL)
(ii) That such accounting policies, as mentioned During the year under review, the ARCPL a
in the Financial Statements as ‘Significant subisidiary of the company incurred the loss
Accounting Policies’ have been selected of ` 0.35 Lakhs as compared to `0.06 Lakhs
and applied consistently and judgments in previous year.
and estimates have been made that are
2. Majestic Research Services Asia Pte. Ltd
reasonable and prudent so as to give a true
[Formerly Known as Market Probe Asia
and fair view of the state of affairs of the
Pacific Pte. Ltd] (MRSAP)
Company as at March 31, 2018 and of the
profit of the Company for the year ended on During the year under review, the MRSAP

Notice
that date; have achieved a turnover of `2,033.19 and
the profit after tax `265.93. MRSAP have
(iii) That proper and sufficient care has been taken
become the wholly owned subsidiary as on
for the maintenance of adequate accounting
21st July, 2017.
records in accordance with the provisions of
the Companies Act, 2013 for safeguarding 3. Majestic Research Asia Pacific Pte. Ltd

Statutory Reports
the assets of the Company and for preventing (MRSAP)
and detecting fraud and other irregularities;
Majestic Research Asia Pacific Pte. Ltd is
(iv) That the annual financial statements have Market Research Company, incorporated in
been prepared on a going concern basis; Singapore on 11th January, 2018 as wholly
Owned Subsidiary of the Company and the
(v) That proper internal financial controls were
company is yet to commence its business
in place and that the financial controls were
operations.
adequate and were operating effectively;

Financial Statements
The statement containing the salient features
(vi) That proper systems to ensure compliance
of the financial statement of subsidiary/
with the provisions of all applicable laws were
associate/ joint venture companies as per
in place and were adequate and operating
section 129(3) of the Act is provided in form
effectively
AOC-1 is attached as “Annexure A” which
20. RELATED PARTY TRANSACTIONS forms part of this report.
All the related party transactions that were entered The Company do not have any associates or
into during the financial year were on arm’s joint venture as on date of this report.
length basis and were in the ordinary course
22. MERGERS, ACQUISITIONS AND DIVESTMENT
of business. There are no materially significant
related party transactions made by the Company The Board of Director at it meeting held on 21st July,
with Promoters, Key Managerial Personnel or other 2017, has entered into Share Purchase Agreement
designated persons which may have potential (SPA) with Market Probe Inc dated 21st July, 2017
conflict with interest of the Company at large. for acquisition of 100% stake in Majestic Research
Particulars of contract or arrangements with related Services Asia Pte. Ltd [Formerly Known as Market
parties is annexed herewith in Form AOC 2 as Probe Asia Pacific Pte. Ltd] thus making the latter a
“Annexure - B” wholly owned Subsidiary of MRSS India.

Annual Report 2017-18 27


Majestic Research Services and Solutions Limited
www.mrssindia.com

The investment of MRSS India lead to the gateway regarding sexual harassment. Your Directors further
to Asia more specifically in emerging markets like state that during the year under review, there were
Indonesia, Thailand & Vietnam. no cases filed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
There was no merger or Divestment done by
and Redressal) Act, 2013.
the Company apart from the above mentioned
acqusition during the period under review. 27. STATUTORY AUDITORS
23. CODE OF CONDUCT M/s R T Jain & Co., Chartered Accountants,
Mumbai (Firm Registration No. 103961W), who is
The Board of Director has approved a Code of
the Statutory Auditor of your Company, hold office
Conduct which is applicable to the Members of the
until the conclusion of the Eighth AGM to be held
Board of Directors and all the employees in the
in the year 2020. The Members will be requested,
course of day to day business operations of the
to authorize the Board of Directors to fix their
Company.
remuneration. In this connection, the attention of
The Code lays down the standard procedure of the Members is invited to Item No. 2 of the Notice
business conduct which is expected to be followed of the ensuing Annual General Meeting.
by the Directors and the designated employees in
28. SECRETARIAL AUDITOR
their business dealing and in particulars on matters
relating to integrity in the work place, in business In terms of Section 204 of the Companies Act,
practices and in dealing with stakeholders. 2013 and Rules made there under, the Board
had appointed M/s. Anil Hingad & Co., Company
24. NOMINATION AND REMUNERATION POLICY
Secretaries (C.P No. - 13801) to conduct the
The policy on nomination and remuneration of Secretarial Audit of the Company for Financial Year
Directors, Key Managerial Personnel and other ended 31st March, 2018.
employees has been formulated in terms of the
The Secretarial Audit Report for the financial year
provision of the Compnies Act, 2013 and SEBI
ended March 31, 2018 issued by M/s. Anil Hingad &
(LODR) Regulation, 2015 in order to pay equitable
Co., Company Secretaries forms part of this report
remuneration to the Directors, Key Managerial
and is appended as “Annexure-D”.
Personnel and employees Company and to
harmonise the aspiration of human resources The Secretarial Audit Report does not contain any
consistent with the goals of the Company. qualification, reservation or adverse remark.
The remuneration policy is aimed at rewarding 29. INTERNAL AUDITOR
performance based on review of achievements
In terms of Section 138 of the Companies Act, 2013
on a regular basis. The components of the
and Rules made there under, M/s. Lalit Parmar
total remuneration vary for different levels and
and Associates, Chartered Accountants, Mumbai
are governed by Industry pattern, practice,
conducted the Internal Audit of the Company for
qualification and experience of the employees and
Financial Year 2017-2018. During the year, the
responsibilities handled by them. The objectives
Company continued to implement his suggestions
of the remuneration policy are to motivate and
and recommendations to improve the control
encourage the employees to deliver higher
environment. Their scope of works includes,
performance and to recognize their contribution.
review of processes for safeguarding the assets
25. WHISTLE BLOWER POLICY / VIGIL MECHANISM of the Company, review of operational efficiency,
effectiveness of systems and processes, and
During the year, your Directors have constituted a
assessing the internal control strengths in all areas.
Whistle Blower Policy /Vigil mechanism policy for the
Company to report to the management instances The Audit Committee at its meeting held on
of unethical behavior, actual or suspected, fraud or 24th August, 2018 recommended to the Board the
violation of the Company’s code of conduct of the appointment of M/s. Rishi Sekhri & Associates
Company. (Chartered Accountant) as the Internal Auditor of the
26. COMMITTEE AND POLICY UNDER SEXUAL Company for financial year 2018-19 in place of M/s.
HARASSMENT OF WOMEN AT WORKPLACE Lalit Parmar and Associates. The said proposal for
(PREVENTION, PROHIBITION AND appointment of M/s. Rishi Sekhri & Associates, as
REDRESSAL) ACT, 2013 the Internal Auditor of the Company was approved
by the Board of Directors at its meeting held on the
The Company has set up an Internal Complaints same day.
Committee to redress complaints received

28 Annual Report 2017-18


Majestic Research Services and Solutions Limited
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30. COST AUDIT financial year of the company to which the financial
statements related and on the date of this report.
Provision of Section 148 of the Companies Act,
During the year under review, the financial position
2013 read with the Companies (Cost Records
of the company was satisfactory.
and Audit) Rules, 2014 are not applicable to the
Company during the period under review. 35. PARTICULARS OF EMPLOYEES
31. EXPLANATION OR COMMENTS ON There was no employee who was employed
QUALIFICATIONS, RESERVATIONS OR throughout the year or part thereof and in receipt
ADVERSE REMARKS OR DISCLAIMERS MADE of remuneration aggregating to ` 1,02,00,000/-
BY THE AUDITORS AND THE PRACTICING p.a or more or who was employed for part of the

Corporate Overview
COMPANY SECRETARY IN THEIR REPORTS year and in receipt of remuneration aggregating to
`8,50,000/- p.m or more.
There are no qualifications, reservations or adverse
remarks made by the Auditors in their report except PARTICULARS AS PER RULE 5 OF THE
outstanding statutory dues of ` 229.46 Lakhs as on COMPANIES (APPOINTEMENT AND
March 31, 2018 for a period of more than six months REMUNERATION OF MANAGERIAL
from the date they became payable. The Board is PERSONNEL) RULES, 2014.
trying to maintian utmost financial discipline and
The details related to employees and their
avoid delay in payment of statuatory dues.
remuneration as required under Section 197(12)
32. EXTRACT OF ANNUAL RETURN and Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel)
Pursuant to the provisions of Section 134(3)

Notice
Rules, 2014 are mentioned in “Annexure E” to
(a) of the Companies Act, 2013, Extract of the
this Board’s Report. Disclosure under Rule 5(2) of
Annual Return in MGT - 9 for the Financial Year
the Companies (Appointment and Remuneration
ended March 31, 2018 made under the provisions
of Managerial Personnel) Rules, 2014 is not
of Section 92(3) of the Act and rule 12(1) of the
applicable to the Company as no employee falls
Companies (Management and Administration)
under the threshold provided therein.
Rules, 2014, is attached as “Annexure C” which

Statutory Reports
forms part of this Report. 36. CORPORATE GOVERNANCE
33. ANNUAL RETURN The Company being listed on the Small and
Medium Enterprise platform is exempted from
Annual Return shall be place on www.mrssindia.
provision of corporate governance as per
com within the time prescribed under the Companies
Regulation 15 of Securities and Exchange Board
Act, 2013 for filling the Annual Return from the date
of India (Listing Obligations and Disclosure
of conclusion of the Annual General Meeting.
Requirements) Regulations, 2015. Hence no

Financial Statements
34. MATERIAL CHANGES AFFECTING THE corporate governance report is disclosed in this
FINANCIAL POSITION OF THE COMPANY: Annual Report. However we have complied with
the relevant provision of the Companies Act, 2013
There are no material changes and commitments
and rules thereunder with regards to formation of
affecting the financial position of the company
committies.
which have occurred between the end of the

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

Aggregate number of Number of shareholders Number of shareholders Aggregate number of


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

NIL NIL NIL NIL

Annual Report 2017-18 29


Majestic Research Services and Solutions Limited
www.mrssindia.com

38. CORPORATE SOCIAL RESPONSIBILITY 40. ACKNOWLEDGEMENTS


The provisions of Section 135 of the Companies The Board of Directors wish to place on record their
Act, 2013 regarding constitution of Corporate Social appreciation for support extended by the bankers,
Responsibility (CSR) Committee and spending of business associates, clients, consultants, auditors,
atleast 2% of average net profit are not applicable shareholders and the employees of the Company
to the Company. for their co-operation and support.
39. SECRETARIAL STANDARD: The Board of Directors would also like to place
on record their sincere appreciation for the co-
The Board of Directors confirms that the applicable
operation received from the Local Authorities and
provisions of the Secretarial Standards on ‘Meetings
all statutory and/or regulatory bodies.
of the Board of Directors’, have been duly followed
by the Company.
For and on behalf of the Board of Directors

Sarang Panchal Rajendra Kumar Sharma


(Managing Director) (Whole-Time Director)
DIN: 00046744 DIN: 06879460
Mumbai, 24th August, 2018

30 Annual Report 2017-18


Majestic Research Services and Solutions Limited
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“Annexure A to Board’s Report”


FORM AOC -1
(Pursuant to first proviso to sub section (3) of section 129 read with rule 5 of Companies (Accounts), Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
PART “A”:- SUBSIDARY
(` In Lakhs)

Corporate Overview
Sr. Particulars FY 2017-2018 FY 2017-2018
No.
1 Name of the Subsidiary ATREVIDO RESEARCH AND MAJESTIC RESEARCH SERVICES
CONSULTANTS PRIVATE LIMITED ASIA PTE LTD (Earlier Known as
Market Probe Asia Pacific Pte Ltd)
2 Acquired on 23rd January, 2015 21st July, 2018
3 Country of Incorporation India Singapore
4 Reporting Period 01-04-2017 to 31-03-2018 01-04-2017 to 31-03-2018
5 Reporting Currency & Exchange Rate INR SGD & (1SGD equals to INR 49.68)
6 Share Capital 1 124.20

Notice
7 Reserve & Surplus (0.37) 1058.44
8 Total Assets 3.89 1232.95
9 Total Liabilities 3.27 50.31
10 Details of Investments 0 0
11 Turnover 0 2033.19

Statutory Reports
12 P/(L) before Tax (0.35) 265.93
13 Provision for Taxation Including Deferred Tax 0 0
14 P/(L) after Tax from (0.35) 265.93
15 Proposed Dividend NIL NIL
16 % of Shareholding 99.99% 100.00%
1. Name of Subsidiaries which are yet to commence operations:- 1

Financial Statements
Sr. Particulars FY 2017-2018
No.
1 Name of the Subsidiary MAJESTIC RESEARCH ASIA PACIFIC PTE LTD
2 Incorporated and Acquired on 11th January, 2018
3 Country of Incorporation Singapore
4 Reporting Period 01-04-2017 to 31-03-2018
5 Reporting Currency & Exchange Rate SGD & (1SGD equals to INR 49.68)
6 Share Capital 0.00 (1 Ordinary Share)
7 Reserve & Surplus 0.00
8 Total Assets 0.00
9 Total Liabilities 0.00
10 Details of Investments 0
11 Turnover NIL
12 P/(L) before Tax NIL

Annual Report 2017-18 31


Majestic Research Services and Solutions Limited
www.mrssindia.com

Sr. Particulars FY 2017-2018


No.
13 Provision for Taxation Including Deferred Tax 0
14 P/(L) after Tax from NIL
15 Proposed Dividend NIL
16 % of Shareholding 100.00%

2. Name of subsidiaries which have been liquidated during the Year 2017-18 :- NIL

PART “B”:- JOINT VENTURES


(Statement pursuant to section 129(3) of the Companies Act, 2013 related to Associate companies and Joint Ventures)
1. Name of Joint Ventures which are yet to commence operations:- NIL

2. Name of Joint Ventures which have been liquidated during the Year 2017-18 :- NIL

For and on behalf of the Board of Directors

Sarang Panchal
(Managing Director)
DIN: 00046744
Mumbai, 24th August, 2018

32 Annual Report 2017-18


Majestic Research Services and Solutions Limited
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“Annexure B to Board’s Report”


FORM AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions
under third proviso thereto.
Details of contracts or arrangements or transactions not at arm’s length basis: Not Applicable

Corporate Overview
1. Name(s) of the related party and nature of relationship:
2. Nature of contracts/arrangements/transactions
3. Duration of the contracts / arrangements/transactions
4. Salient terms of the contracts or arrangements or transactions
including the value, if any-
5. Justification for entering into such contracts or arrangements or
Transactions

Notice
6. Date(s) of approval by the Board
7. Amount paid as advances, if any
8. Date on which the special resolution was passed in general meeting as required under first
Proviso to section 188

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


(`In Lakhs)

Statutory Reports
Name(s) of the related party Nature of Duration of Salient terms of Date(s) of Amount paid
and nature of relationship: contracts/ the contracts / the contracts or approval by as advances
arrangements/ arrangements/ arrangements the Board, if
transactions: transactions: or transactions any:
including the
value, if any:

Financial Statements
Majestic Market Research
Support Services Limited - Sales On going 56.15 27.04.2017 NIL
Promoter Company
Majestic Research Services
Asia Pte Ltd (Earlier Known as
Market Probe Asia Pacific Pte
Ltd) Sales On going 208.52 21.06.2017 NIL

Wholly-Owned Subsidiary
Company
Total 264.67

For and on behalf of the Board of Directors

Sarang Panchal
(Managing Director)
DIN: 00046744
Mumbai, 24th August, 2018

Annual Report 2017-18 33


Majestic Research Services and Solutions Limited
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“Annexure C to Board’s Report”


FORM NO. MGT – 9
EXTRACT OF ANNUAL RETURN AS ON FINANCIAL YEAR ENDED ON March 31, 2018
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company
(Management & Administration) Rules, 2014.
I. REGISTRATION AND OTHER DETAILS:

1. CIN L72200KA2012PLC063818
2. Registration Date 02/05/2012
3. Name of the Company Majestic Research Services And Solutions Limited
4. Category/Sub-category of the Company Company Limited by Shares / Indian Non- Government
Company
5. Address of the Registered office & Contact 2nd Floor, Kalpak Arcade, No. 46/17, Church Street Bangalore
details Karnataka - 560001
6. Whether listed Company Yes
7. Name, Address & contact details of the Registrar Bigshare Services Private Limited
& Transfer Agent, if any.
1st Floor, Bharat Tin Works Building,
Opp. Vasant Oasis, Makwana Road, Marol,
Andheri East, Mumbai- 400059 (M.H.)
Tel No.: +91- 022-62638200
Email: investor@bigshareonline.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY


(All the business activities contributing 10 % or more of the total turnover of the Company shall be stated)

Sr. Name and Description of main NIC Code of the Product / % to total turnover of the
No. products / services service Company
1. Market Research 7320 100%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr. Name And Address of CIN/GLN Holding/ Subsidiary % of shares Applicable


No. the Company /Associate Held Section
1. Atrevido Research And U74900DL2014PTC270244 Subsidiary 99.99 2(87) (ii)
Consultants Private
Limited
2. Majestic Research Foreign Company Subsidiary 100.00 2(87) (ii)
Services Asia Pte. Ltd*
[Formerly Known as
Market Probe Asia Pacific
Pte. Ltd – Name changed
w.e.f. 08.11.2017]
3. Majestic Research Asia Foreign Company Subsidiary 100.00 2(87) (ii)
Pacific Pte. Ltd**
* On 21st July, 2017 the MRSS acquire 100 % stake in “Majestic Research Services Asia Pte. Ltd (Earlier Known as Market Probe Asia Pacific
Pte. Ltd ) by way of execution of Share Subscription Agreement and other relevant documents between Majestic Research Services & Solutions
Limited (Buyer) and Market Probe Inc. (Seller).
** Company has incorporated a Wholly Owned Subsidiary company in Singapore namely “MAJESTIC RESEARCH ASIA PACIFIC PTE. LTD on
11th January, 2018.

34 Annual Report 2017-18


Majestic Research Services and Solutions Limited
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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
A) Category-wise Share Holding:
Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
[As on 01-April-2017] [As on 31-March-2018] during
Demat Physical Total % of Total Demat Physical Total % of Total the year
Shares Shares
A. Promoters
(1) Indian
(a) Individual/ HUF 9,14,496 0 9,14,496 18.30 18,58,992 0 18,58,992 18.54 0.24
(b) Central Govt. or State Govt. 0 0 0 0 0 0 0 0 0
(c) Bodies Corporates 20,87,500 0 20,87,500 41.76 41,75,000 0 41,75,000 41.64 (0.12)

Corporate Overview
(d) Bank/FI 0 0 0 0 0 0 0 0 0
(e) Any other (spcified as under) 0 0 0 0 0 0 0 0 0
SUB TOTAL: (A) (1) 30,01,996 0 30,01,996 60.06 60,33,992 0 60,33,992 60.18 0.12
(2) Foreign
(a) Individuals (NRIs/ Foreign Individual) 0 0 0 0 0 0 0 0 0
(b) Bodies Corp. 0 0 0 0 0 0 0 0 0
(c) Banks/FI 0 0 0 0 0 0 0 0 0
(d) Any other… 0 0 0 0 0 0 0 0 0
SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0
Total Shareholding of Promoter 30,01,996 0 30,01,996 60.06 60,33,992 0 60,33,992 60.18 0.12
(A)= (A)(1)+(A)(2)
B. PUBLIC SHAREHOLDING
(1) Institutions

Notice
(a) Mutual Funds 0 0 0 0 0 0 0 0 0
(b) Banks/FI 0 0 0 0 0 0 0 0 0
(C) Central/State Govt(s) 0 0 0 0 0 0 0 0 0
(d) Venture Capital Funds 0 0 0 0 0 0 0 0 0
(e) Insurance Companies 0 0 0 0 0 0 0 0 0
(f) FIIs 0 0 0 0 0 0 0 0 0
(g) Foreign Venture Capital Investor 0 0 0 0 0 0 0 0 0
(h) Qualified Foreign Investor 0 0 0 0 0 0 0 0 0

Statutory Reports
(i) Foreign Portfolio Investors 0 0 0 0 51,600 0 51,600 0.51 0.51
(Corporate)
(j) Alternate Investment Funds 0 0 0 0 7,200 0 7,200 0.07 0.07
(k) Others (Individuals) 0 0 0 0 0 0 0 0 0
SUB TOTAL (B)(1): 0 0 0 0 58,800 0 58,800 0.59 0.59
(2) Non Institutions
a) Bodies Corp.
i) Indian 1,31,471 0 1,31,471 2.63 1,33,282 0 1,33,282 1.33 (1.30)
ii) Overseas 0 0 0 0 0 0 0 0 0
b) Individuals

Financial Statements
i) Individual shareholders holding 10,22,160 4 10,22,160 20.45 15,23,152 8 15,23,160 15.19 (5.26)
nominal share capital up to ` 1 lakh
ii) Individual shareholders holding 7,36,900 0 7,36,900 14.74 20,87,829 0 20,87,829 20.82 6.08
nominal share capital in excess of
` 1 lakh
c) Others (specify)
i) Non Resident Indians 76,800 0 76,800 1.54 1,16,400 0 1,16,400 1.16 (0.38)
ii) Foreign Nationals 0 0 0 0 0 0 0 0 0
iii) Clearing Member 28,669 0 28,669 0.57 72,537 0 72,537 0.72 0.15
iv) Trusts 0 0 0 0 0 0 0 0 0
v) Foreign Bodies 0 0 0 0 0 0 0 0 0
SUB TOTAL (B)(2): 19,96,000 4 19,96,004 39.94 39,33,200 8 39,33,208 39.23 (0.71)
Total Public Shareholding (B)= (B) 19,96,000 4 19,96,004 39.94 39,92,000 8 39,92,008 39.82 (0.12)
(1)+(B)(2)
C. Shares held by Custodian for 0 0 0 0 0 0 0 0 0
GDRs & ADRs
Grand Total (A+B+C) 49,97,996 4 49,98,000 100 1,00,25,992 8 1,00,26,000 100 0

Note: 1. During the year under review, the Company had issued and allotted bonus shares in the ratio 1:1 and in view the same the paid up
shares stands increased from 49,98,000 equity shares of ` 10/- each to 99,96,000 equity shares of ฀10/- each. The Shares were
allotted on 13th October, 2017 and same has been credited in demat account on 27th October, 2017.
2. The Company have issued and allotted 30,000 shares on preferential basis to Mr. Sarang Panchal (Promoter and Managing Director)
on 29th December, 2017 and the same has been credited in demat account on 9th March, 2018.

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B) Shareholding of Promoters

Sr. Shareholders Name Shareholding at the beginning Shareholding at the end % change in
No. of the year of the year shareholding
during the
No. of % of total % of shares No. of % of total % of shares
year
shares shares pledged/ shares shares pledged/
of the encumbered to of the encumbered
company total shares company to total
shares
1. Majestic Market Research 20,87,500 41.76 1,93,862 41,75,000 41.64 11,43,724 (0.12)
Support Services Limited
2. Mr. Rajendra Kumar Sharma 914,495 18.30 0 18,28,990 18.24 38,000 (0.06)
3. Mr. Sarang Panchal 1 0 0 30,002 0.30 0 0.30
Total 30,01,996 60.06 60,33,992 60.18 11,81,724 0.12

C) Change in Promoters’ Shareholding:

Sr. Particulars Shareholding at the Transactions during Cumulative Shareholding


No. beginning of the year the year during the year
(As on April 1, 2017) (01-04-17 to 31-03-18)
No. of % of total Date of No. of No. of % of total
Shares Shares of the Transaction shares shares Shares of the
Company company
1. Majestic Market Research Support
Services Limited
At the beginning of the year (01.04.2017) 20,87,500 41.76 20,87,500 41.76
Bonus Allotment 27-Oct-2017 20,87,500 41,75,000 41.64
At the end of the year (31.03.2018) 41,75,000 41.64
2. Rajendra Kumar Sharma
At the beginning of the year (01.04.2017) 9,14,495 18.30 9,14,495 18.30
Bonus Allotment 27-Oct-2017 9,14,495 18,28,990 18.24
At the end of the year (31.03.2018) 18,28,990 18.24
3. Sarang Panchal
At the beginning of the year (01.04.2017) 1 0 1 0
Bonus Allotment 27-Oct-2017 1 2 0
Preferential Allotment 9-Mar-2018 30,000 30,002 0.30
At the end of the year (31.03.2018) 30,002 0.30

Note: 1. The change in no. of shares between 01-04-2017 and 31-03-2018 is on account of allotment of bonus equity shares in the ratio of 1:1.
2. The change in % of total shares of the Company between 01-04-2017 and 31-03-2018 is on account of allotment of (i) bonus equity
shares in the ratio of 1:1 and (ii) allotment of shares on Preferential Basis to Mr. Sarang Panchal (Promoter and Managing Director).

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

For Each of the Top 10 Shareholders Shareholding at the Increase/ Cumulative Shareholding
beginning of the year Decrease in during the year
(01-04-17) (01-04-17 to 31-03-18)
Sr. Name No. of shares % of total Number of % of total
No. shares of the Shares shares of the
company Company
1 Sankaranarayanan Sangameswaran

Corporate Overview
At the beginning of the year 0 0
Increase In Shareholding during the year 1,36,650 1,36,650
(Buying of Shares)
Bonus Allotment on 27.11.2017 68,325 2,04,975
Decrease In Shareholding during the year (68,325) 1,36,650
(Selling of Shares)
At the end of the year 1,36,650 1.36
2 Sanjay Popatlal Jain
At the beginning of the year 51,900 0.52
Increase In Shareholding during the year 62,700 1,14,600

Notice
(Buying of Shares)
Bonus Allotment on 27.11.2017 55,500 1,70,100
Decrease In Shareholding during the year (56,700) 1,13,400
(Selling of Shares)
At the end of the year 1,13,400 1.13
3 Kushal Jayesh Khandwala

Statutory Reports
At the beginning of the year 40,800 0.41
Increase In Shareholding during the year 70,800 1,11,600
(Buying of Shares)
Bonus Allotment on 27.11.2017 41,400 1,53,000
Decrease In Shareholding during the year (41,400) 1,11,600
(Selling of Shares)
At the end of the year 1,11,600 1.11

Financial Statements
4 Anirudh Mohta
At the beginning of the year 0 0
Increase In Shareholding during the year 1,50,600 1,50,600
(Buying of Shares)
Bonus Allotment on 27.11.2017 54,000 2,04,600
Decrease In Shareholding during the year (1,01,391) 1,03,209
(Selling of Shares)
At the end of the year 1,03,209 1.03
5 Rajnikant Mohanlal Shah
At the beginning of the year 50,400 0.50
Increase In Shareholding during the year 1,03,200 1,53,600
(Buying of Shares)
Bonus Allotment on 27.11.2017 50,400 2,04,000
Decrease In Shareholding during the year (1,00,800) 103,200
(Selling of Shares)
At the end of the year 103,200 1.03
6 Mina Mehta
At the beginning of the year 40,000 0.40

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For Each of the Top 10 Shareholders Shareholding at the Increase/ Cumulative Shareholding
beginning of the year Decrease in during the year
(01-04-17) (01-04-17 to 31-03-18)
Sr. Name No. of shares % of total Number of % of total
No. shares of the Shares shares of the
company Company
Increase In Shareholding during the year 40,000 80,000 -
(Buying of Shares)
Bonus Allotment on 27.11.2017 40,000 1,20,000
Decrease In Shareholding during the year (40,00) 80,000 -
(Selling of Shares)
At the end of the year 80,000 0.80
7 Utsav Pramodkumar Shrivastav
At the beginning of the year 51,000 0.51
Increase In Shareholding during the year 1,02,000 1,53,000
(Buying of Shares)
Bonus Allotment on 27.11.2017 51,000 2,04,000
Decrease In Shareholding during the year (1,32,000) 72,000
(Selling of Shares)
At the end of the year 72,000 0.72
8 Amit Arora
At the beginning of the year 51,400 0.51
Increase In Shareholding during the year 46,000 97,400
(Buying of Shares)
Bonus Allotment on 27.11.2017 30,400 1,27,800
Decrease In Shareholding during the year (64,600) 63,200
(Selling of Shares)
At the end of the year 63,200 0.63
9 Smita Ashvin Shah
At the beginning of the year 20,400 0.20
Increase In Shareholding during the year 32,400 52,800 -
(Buying of Shares)
Bonus Allotment on 27.11.2017 24,600 77,400
Decrease In Shareholding during the year (24,600) 52,800
(Selling of Shares)
At the end of the year 52,800 0.53
10 PASSAGE TO INDIA MASTER FUND
LIMITED
At the beginning of the year 0 0
Increase In Shareholding during the year 66,000 66,000
(Buying of Shares)
Bonus Allotment on 27.11.2017 20,400 86,400
Decrease In Shareholding during the year (34,800) 51,600
(Selling of Shares)
At the end of the year 51,600 0.51
Note: Change in % of shareholding at the end of the year in comparison with at the beginning of the year is due to allotment of Bonus
shares on 13th October, 2017 and credited in Demat Account on 27th October, 2017.

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E) Shareholding of Directors and Key Managerial Personnel:

Sr. Shareholding of each Shareholding at the Increase/ Cumulative Shareholding


No. Directors and each Key beginning of the year Decrease in during the Year
Managerial Personnel No. of shares % of total No. of Shares No. of Shares % of total
Shares of the Shares of the
Company Company
1. RAJENDRA KUMAR SHARMA
(Chairman and Whole-Time
Director)

Corporate Overview
At the beginning of the year 9,14,495 18.30 0 9,14,495 18.30
-01.04.2017
Increase – 27.11.2017- 0 0 9,14,495 18,28,990 18.24
Allotment of Bonus shares
At the end of the year 0 0 0 18,28,990 18.24
-31.03.2108
2. SARANG PANCHAL
(Managing Director)
At the beginning of the year 1 0 0 1 0

Notice
-01.04.2017
Increase – 27.11.2017- 0 0 1 2 0
Allotment of Bonus shares
Increase – 09.03.2018- 0 0 30,000 30,002 0.30
Allotment of shares on
Preferential basis.

Statutory Reports
At the end of the year 0 0 0 30,002 0.30
-31.03.2108
V. INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accrued but not due for
payment.
(` in Lakhs)
Particulars Secured Unsecured Deposits Total
Loans Loans Indebtedness

Financial Statements
excluding
deposits
Indebtedness at the beginning of the financial
year
i) Principal Amount - 32.74 - 32.74
ii) Interest due but not paid - - -
iii) Interest accrued but not due - - -
Total (i+ii+iii) - 32.74 - 32.74
Change in Indebtedness during the financial
year
*Addition 945.41 392.23 - 1,337.64
*Reduction (96.06) (120.03) - (216.09)
Net Change 849.35 272.20 - 1,121.55

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Particulars Secured Unsecured Deposits Total


Loans Loans Indebtedness
excluding
deposits
Indebtedness at the end of the financial year
i) Principal Amount 849.35 304.94 - 1,154.29
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 849.35 304.94 - 1,154.29

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL


A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (` in Lakhs)
Sr. Particulars of Remuneration Name of the MD/WTD/Manager Total Amount
No. Mr. Rajendra Mr. Sarang
Kumar Sharma Panchal
(Whole Time (Managing
Director) & CFO Director)
1 Gross salary
(a) Salary as per provisions contained in section 15.00 55.20 70.20
17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) of the Income 0 0 0
tax Act, 1961
(c ) Profits in lieu of salary under section 17(3) of 0 0 0
the Income Tax Act, 1961
2 Stock option 0 0 0
3 Sweat Equity 0 0 0
4 Commission 0 0 0
- as % of profit 0 0
- others (specify) 0 0 0
5 Others, please specify 0 0 0
Total (A) 15.00 55.20 70.20
Ceiling as per the Act - - 84.00

B. Remuneration to other director (` in Lakhs)

Sr. Particulars of Remuneration Name of the Directors Total


No. Mr. Rupesh Ms. Shwetambari Ms. Ritu Mr. Rajesh Amount
Bhujbal Rao Chandrakant Gupta Oberoi
1 Independent Directors
Fee for attending Board Committee 0 0 0 0.20 0.20
Meetings
Commission 0 0 0 0 0
Others, please specify 0 0 0 0 0
Total (1) 0 0 0 0.20 0.20
2 Other Non Executive Directors
Fee for attending Board Committee 0 0 0 0 0
Meetings
Commission 0 0 0 0 0
Others, please specify 0 0 0 0 0
Total (2) 0 0 0 0 0
Total (B)=(1+2) 0 0 0 0 0
Total Managerial Remuneration 0 0 0 0.20 0.20

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C. Remuneration to Key Managerial Personnel Other than MD/MANAGER/WTD (` in Lakhs)

Sr. Particulars of Remuneration Key Managerial Personnel


No.
1 Gross Salary Company Secretary Total
(a) Salary as per provisions contained in section 17(1) of 4.05 4.05
the Income Tax Act, 1961.
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 0 0
1961
(c ) Profits in lieu of salary under section 17(3) of the Income 0 0

Corporate Overview
Tax Act, 1961
2 Stock Option 0 0
3 Sweat Equity 0 0
4 Commission 0 0
- as % of profit 0 0
others, specify 0 0
5 Others, please specify 0 0
Total 4.05 4.05

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Notice
Type Section of the Brief Details of Authority [RD / Appeal made,
Companies Description Penalty / NCLT/ COURT] if any (give
Act Punishment/ Details
Compounding
fees imposed

Statutory Reports
A. Company
Penalty 0 0 0 0 0
Punishment 0 0 0 0 0
Compounding 0 0 0 0 0
B. Director

Financial Statements
Penalty 0 0 0 0 0
Punishment 0 0 0 0 0
Compounding 0 0 0 0 0
C. Other Officers in
Default
Penalty 0 0 0 0 0
Punishment 0 0 0 0 0
Compounding 0 0 0 0 0

For and on behalf of the the Board of Directors

Sarang Panchal
Managing Director
(DIN: 00046744)
Mumbai, 24th August, 2018

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“Annexure D to Board’s Report”


SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2018
[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
(CIN No: L72200KA2012PLC063818)
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence
to good corporate practices by MAJESTIC RESEARCH SERVICES AND SOLUTIONS LIMITED bearing
CIN: L72200KA2012PLC063818 (hereinafter called the “Company”). Secretarial Audit was conducted in a manner
that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing
my opinion thereon.
Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records
maintained by the company and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during
the audit period covering the for the year ended March 31, 2018complied with the statutory provisions listed hereunder
and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records made available to us
and maintained by the Company for the year ended March 31, 2018 according to the provisions of:
i. The Companies Act, 2013 (the “Act”) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act, 1999 (‘FEMA’) and the Rules and Regulations made thereunder to the
extent of Foreign Direct Investment and Overseas Direct Investment; the Company has not accepted External
Commercial Borrowing (ECB), hence ECB guidelines is not applicable to the Company;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,
1992:
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2009;
d. The Securities and Exchange Board of India (Registrars to anIssue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client; and
e. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
(vi) The Company is engaged in the business of market research and hence there are no specific laws applicable
to the industry to which the Company belongs, as per the view of the management.
Further, following laws were not applicable to the Company during the Audit period;
a. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
b. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

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c. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
d. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
Further,I report that I have also examined compliance with the applicable clauses of the following:
I. Secretarial Standards 1 and 2 issued by The Institute of Company Secretaries of India.
II. The Listing Agreement entered into by the Company with the BSE Limited. Hence, compliance of clauses
of Listing Agreement is applicable to the Company.
During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations,
Guidelines, standards, etc. as mentioned above.

Corporate Overview
I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of
Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice was given to all directors at least seven days in advance to schedule the Board Meetings. Agenda
and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information
and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Decisions at the Board Meetings, as represented by the management, were taken unanimously.
I further report that as represented by the Company and relied upon by me that there are adequate systems and
processes in the company commensurate with the size and operations of the company to monitor and ensure

Notice
compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period the company had following events which had bearing on the company’s
affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.:
1. The Company has issued and allotted 4,998,000 Bonus Shares in the ratio 1:1 of ` 10/- each on October
13, 2017 and same has been credited in demat account on 27th October, 2017.

Statutory Reports
2. Ms. Priamvada Princeton has ceased to be the Independent Director of the Company with effect from May
10, 2017.
3. The Company has appointed Ms. Shwetambari Rao Chandrakant as Additional Independent Director of
the Company with effect from May 10, 2017 and the same has been regularized in the Annual General
Meeting held on 25th September, 2017. She ceased to be the Independent Director of the Company with
effect from November 9, 2017.
4. The Company has appointed Ms. Ritu Gupta as additional Director in capacity of Independent Director of

Financial Statements
the Company with effect from December 29, 2017.
5. The Company have issued and allotted 30,000 shares on preferential basis to Mr. Sarang Panchal
(Promoter and Managing Director) on 29thDecember, 2017 and the same has been credited in demat
account on March 9, 2018.
6. The Board of Director has passed the resolution in their meeting held March 16, 2017 for Migration of
Company from BSE SME Exchange to the Main Board Platform of BSE Limited.
This Report is to be read with our letter of even date which is annexed as Annexure Awhich forms an
integral part of this report.
For Anil Hingad & Co.
Company Secretaries

CS Anil Hingad
Proprietor
Membership No.: A35849
COP No.: 13801
Date : August 24, 2018
Place: Thane

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‘Annexure A’
To,
The Members,
MAJESTIC RESEARCH SERVICES AND SOLUTIONS LIMITED
(CIN No: L72200KA2012PLC063818)
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility
is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about
the correctness of the contents of the secretarial records.
3. The Verification was done on test basis to ensure that correct facts are reflected in secretarial records. We
believe that the process and practices, we followed provide a reasonable basis for our opinion.
4. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the
Company.
5. Wherever required, we have obtained the Management representation about the compliance of laws, rules and
regulations and happening of events etc.
6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
responsibility of management. Our examination was limited to the verification of procedure on test basis.
7. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy
or effectiveness with which the management has conducted the affairs of the Company.

For Anil Hingad & Co.


Company Secretaries

CS Anil Hingad
Proprietor
Membership No.: A35849
COP No.: 13801
Date : August 24, 2018
Place: Thane

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“Annexure E to Board’s Report”


DETAILS OF THE REMUNERATION OF DIRECTORS, KMP’S AND EMPLOYEES
{Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.}
1) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary
during the Financial Year 2017-18, ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the Financial Year 2017-18 and the comparison of remuneration of each Key
Managerial Personnel (KMP) against the Performance of the Company are as under:

Corporate Overview
Sr. Name of Director / KMP Remuneration % Increase in Ratio of Comparison
No. and Designation of Director/ KMP Remuneration in Remuneration of the
for FY 2017-18 the FY 2017-18 of each Director Remuneration of
(` in Lakhs) to median the KMP against
remuneration if Performance of
employees the Company
1 Mr. Sarang Panchal 55.20 - 15.09:1 Profit Before
(Managing Director) Exceptional items
2 Mr. Rajendra Kumar Sharma 15.00 - 4.10:1 and Tax increased
(Whole Time Director and by 148.46% and
Chief Financial Officer) Profit After Tax

Notice
3 Ms. Kajal Sudani (Company 4.05 # 1.11:1 increased by
Secretary) 143.70%.
# Details not given as Ms. Kajal Sudani was appointed with effect from 9th January, 2017 in place of Ms. Sonali
Gamne.
2) The median remuneration of employees of the Company during the Financial Year was ` 3.66 Lakhs. In the

Statutory Reports
FY 2017-18, the median remuneration of employees was 14% lesser compared to previous year.
3) There were 31 permanent employees on the Payroll of the Company as on 31st March 2018.
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.

Financial Statements
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 31-03-2018 As on 31-03-2017 Variation


Market Capitalization 21,320.29 9,771.09 11549.20 / 118.19%
(` in Lakhs)
P/E Ratio 15.62 19.82 (4.20) / (21.19)%
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. Particulars Value


No.
1 Market Price as on 31/03/2018 ` 212.65
2 Rate at which equity shares were offered to public at Further Public Issue `114.00
(FPO) – Before Bonus Issue
3 Rate at which equity shares were offered to public at Further Public Issue ` 57.00
(FPO) – (Adjusted Rate after consideration of Bonus Issue.)
4 Increase / Decrease (in %) ` 273.07%

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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 decreased by 1.10% 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 % of Revenue % of PBT


Sarang Panchal Managing Director 1.19% 3.56%
Rajendra Kumar Sharma Whole Time Director and Chief Financial 0.32% 0.97%
Officer
Kajal Sudani Company Secretary 0.09% 0.26%
As the Company is in growing phase, so the KMP’s are drawing less remuneration compared with the
performance of company and industry trend. The Total Remuneration of Key Managerial Personnel decreased
by 1.10% from ` 75.03 Lakhs in 2016-17 to ` 74.25 Lakhs in 2017-18 whereas the Profit before Exceptional
Items and Tax increased by 121.85% from ` 699.40 Lakhs in 2016-17 to ` 1,551.61 Lakhs in 2017-18.
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.

For and on behalf of the Board of Directors

Sarang Panchal
(Managing Director)
DIN: 00046744

Mumbai, 24th August, 2018

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT


Industry Overview
The global annual revenue of the market research
industry is estimated around 45 billion dollars. The MR
industry is seeing a gradual and consistent growth.
Meanwhile in India, the revenue grew from 602 Million
USD (2008) to 1178 million USD (2018).

Corporate Overview
The industry overview services study reveals 2017 has
seen a lot of technological advances in the field of MR
work and the impact has been for good.
Since India is a country with a vast demography,
market research is essential for start-ups or existing
conglomerates. In-depth MR in India takes care of all
the queries of the marketers - giving them the required
information for a smooth marketing success.
Company Overview
Mr. Sarang Panchal - Managing Director

Notice
Your company, member of MRSI and DIN (Digital
Insight Network - Global) is a growing digital market in FY15/16, and to 5.7 % in Q1 FY17/18. However, it is
research agency, headquarter in Mumbai. We trust expected to bounce back to an annual rate of 7.0%.
that, we have created strong footprints pan India by Despite the domestic economic sluggishness, India so
working with top most corporate’s. The company far has had a good international financial situation. The
provides to clients a comprehensive understanding of country’s export growth rate has been on an increase in

Statutory Reports
what consumers observe and what they buy and how FY 16/17. India’s Foreign Direct Investment (FDI) inflows
those choices intersect. We deliver critical media and reached US$ 208.99 billion till December 2017.
marketing information, analytics and what consumers
Lots of forecasts and expectations are on the cards for
read, watch and listen to (consumer interaction across
the future of the economy of India.
different mediums) Pan India. Our information, insights
and solutions help our clients maintain and strengthen Segment wise performance:
their market positions and identify opportunities for
We are doing significant investments in resources and

Financial Statements
profitable growth. We help our clients enhance their
associates all over India, supported by strength of
interactions with consumers and make critical business
Majestic MRSS, having two decades of experience with
decisions that we believe positively affect their sales and
presence in major countries of APAC and MENA region,
profitability. We exhaustively rely on usage of technology
to scale up our operations and depth of solutions in our
for data acquisition offering reliability, validity and faster
quest to be become home-grown leader – preferred
turnaround times to its clients.. The company has wide
choice for domestic market insights.
range of offerings such as Eye Tracking, Mobile Analytics,
Video Analysis, Facial Recognition, Digital Tracking, The current financial year has been quite fruitful for the
Online Communities, Neuroscience, Emotional Analysis, company. We won various prestigious projects like LASI
Automated Audience Measurement, Sensory Sciences, Contract, Fuel consumptions of OMC, Airport survey
etc. The information thus brought together, can deliver across India and others. MRSSIndia was also involved
powerful insights into the effectiveness of branding, in the successful acquisition of our Singapore subsidiary
advertising and consumer choices. MR-AP. Locally, we have inaugurated a new office in
Shillong (North-eastern Zone) and introduced a new
Opportunities and Threats:
branch of Social Media Insights, to make ours a 360°
The country has retained its position as the third largest market research service provider. MRSS India has also
start-up base in the world as per a report by NASSCOM. being featured in various media- CNBC BAJAR & CNBC
Real GDP growth slowed to 7.1 % in FY16/17 from 8 % AAWAZ. More good news for Majestic research as the

Annual Report 2017-18 47


Majestic Research Services and Solutions Limited
www.mrssindia.com

company is selected as the country partner for Global Outlook of the Company
MR Network.
Your company, member of MRSI and DIN (Digital Insight
Internal Control Systems and their Adequacy: Network - Global) is a growing digital market research
agency, headquartered in Mumbai. We trust that, we
For Internal Financial Control Systems efficientpolicies have created strong footprints pan India by working with
and procedures are adopted by the Company for top most corporates.
ensuring the orderly and efficient conduct of its business,
We continue to enhance our core competency in Market
including adherence to Company’s policies, safeguarding
Research industry by improving insight approaches and
of its assets, the prevention and detection of frauds and
investing in new technologies. We have also invested
errors, the accuracy and completeness of the accounting significantly in our data bank to enable the integration of
records, and the timely preparation of reliable financial distinct large-scale data sets including those owned by
information. third parties. We believe that our expertise, established
Financial Performance with respect to Operational standards and comprehensive database provide us with
a distinct advantage as we deliver more precise insights
Performance:
to our clients. We continue to focus on innovation to
During financial year 2017-2018, your company has deepen our capabilities and enhance our analytics edge
earned Profit After Tax (PAT) of Rs 136.13 million as to capitalize on industry trends.
compared to ` 46.30 million in previous Year. Risks and Concerns:

Particulars FY 2017-18 FY 2016-17 Technology Risk: Technology is continuously changing


and we need to ensure that we constantly incorporating
Revenue (In Millions) 653.75 229.66 same new and existing service offerings to compete
EBITDA Margin (%) 30.91 32.50 effectively in market place. If we are not able to
successfully complete the development and introduction
Profit After Tax (%) 20.82 20.16 of new services, including new managed services, in a
EPS (`)* 13.61 4.93 timely manner, the business could be adversely affected.
We rely on a combination of in-house development and
Book Value Per Share 39.92 20.20 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
*Computed after considertaion of Bonus Issue. party intellectual property rights on a cost effective basis.
Industrial Relations front: If another person holds the technology that is necessary
for us to provide our services, under a patent or other
During the Financial year 2017-18, your company intellectual property right, a license for the use of that
maintained cordial and harmonious relations at all levels technology may have to be negotiated. The negotiations
of the organization. may not arrive at a price that is acceptable. The existence
Material developments in Human Resources: of such patents or other intellectual property rights, or the
inability to negotiate a license at an acceptable cost, for
The company has always recognized its Human assets any such technology, could effectively hinder our ability
as a critical and therefore, considers high importance to provide services using that particular technology.
to human resource development for the growth of the
company. It selectively handpicks candidates of positive Operating Risks: We have making significant
qualities and flair aptitude. Apart from recruitments, the investments and will continue to need investments for
company also takes various initiatives to enhance and newer technologies & solutions and working capital
train the current assets to amplify their potential. for high value projects, which may stretch liquidity and
create execution risks. Operations and profitability may
The key criterion that we have looked at adding people be adversely affected if the funding required for the plans
was sector specialists or vertical leaders. Adding these is relatively more expensive or delayed.
verticals via these personnel is what results in additional
revenue stream. This is a key part of the organic strategy
for MRSS.

48 Annual Report 2017-18


Majestic Research Services and Solutions Limited
www.mrssindia.com

INDEPENDENT AUDITOR’S REPORT


To the Members of An audit involves performing procedures to obtain
audit evidence about the amounts and disclosures in
Majestic Research Services and Solutions Limited the standalone financial statements. The procedures
We have audited the accompanying standalone financial selected depend on the auditor’s judgment, including
statements of Majestic Research Services and the assessment of the risks of material misstatement of
Solutions Limited (“the Company”), which comprise the the financial statements, whether due to fraud or error.
balance sheet as at March 31, 2018, the statement of In making those risk assessments, the auditor considers
profit and loss and the statement of cash flows for the internal financial control relevant to the Company’s
preparation of the financial statements that give true

Corporate Overview
year then ended and a summary of significant accounting
and fair view in order to design audit procedures that are
policies and other explanatory information.
appropriate in the circumstances. An audit also includes
Management’s Responsibility for the Standalone evaluating the appropriateness of accounting policies
Financial Statements used and the reasonableness of the accounting estimates
made by Company’s Directors, as well as evaluating the
The Company’s Board of Directors is responsible for overall presentation of the financial statements.
the matters in section 134(5) of the Companies Act,
2013 (“the Act”) with respect to the preparation of these We believe that the audit evidence we have obtained is
financial statements that give a true and fair view of the sufficient and appropriate to provide a basis for our audit
opinion on the standalone financial statements.
financial position, financial performance and cash flows
of the Company in accordance with the accounting Opinion

Notice
principles generally accepted in India, including the
In our opinion and to the best of our information and
Accounting Standards specified under Section 133 of the according to the explanations given to us, the standalone
Act, read with Rule 7 of the Companies (Accounts) Rules, financial statements give the information required by
2014. This responsibility also includes the maintenance the Act in the manner so required and give a true and
of adequate accounting records in accordance with the fair view in conformity with the accounting principles
provision of the Act for safeguarding of the assets of the generally accepted in India:

Statutory Reports
Company and for preventing and detecting the frauds
a) in the case of the balance sheet, of the state of
and other irregularities; selection and application of
affairs of the Company as at March 31, 2018; and
appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, b) in the case of the statement of profit and loss, of the
implementation and maintenance of internal financial profit for the year ended on that date.
control, that were operating effectively for ensuring the c) in the case of statement of cash flows, of the cash
accuracy and completeness of the accounting records, flows for the year ended on that date.
relevant to the preparation and presentation of the

Financial Statements
financial statements that give a true and fair view and are Report on Other Legal and Regulatory Requirements
free from material misstatement, whether due to fraud or 1. As required by the Companies (Auditors Report)
error. Order, 2016 (“the Order”) issued by the Central
Government of India in terms of sub-section (11) of
Auditors Responsibility
section 143 of the Act, we give in the Annexure A, a
Our responsibility is to express an opinion on these statement on the matters specified in the paragraph
standalone financial statements based on our audit. 3 and 4 of the order.
We have taken into account the provisions of the Act, the 2. As required by section 143(3) of the Act, we report
accounting and auditing standards and matters which that:
are required to be included in the audit report under the a) we have sought and obtained all the
provisions of the Act and the Rules made thereunder. information and explanations which to the best
We conducted our audit in accordance with the of our knowledge and belief were necessary
for the purpose of our audit;
Standards on Auditing specified under section 143(10)
of the Act. Those standards require that we comply with b) in our opinion, proper books of account
ethical requirements and plan and perform the audit to as required by law have been kept by
obtain reasonable assurance about whether the financial the Company so far as appears from our
statements are free from material misstatement. examination of those books

Annual Report 2017-18 49


Majestic Research Services and Solutions Limited
www.mrssindia.com

c) the balance sheet, the statement of profit and Annexure - A to the Auditors’ Report
loss and the statement of cash flows dealt
Referred to in paragraph 1 of our report of even date on
with by this report are in agreement with the
the accounts of the company for the year ended March
books of account.
31, 2018
d) in our opinion, the aforesaid financial
On the basis of such checks as we considered appropriate
statements comply with the Accounting
and according to the information and explanation given
Standards specified under Section 133 of
to us during the course of our audit, we report that:
the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014; i. (a) The company has maintained proper records
showing full particulars including quantitative
e) on the basis of written representations
details and situation of its fixed assets.
received from the directors as on 31 March,
2018, taken on record by the Board of (b) As explained to us, fixed assets have been
Directors, none of the directors is disqualified physically verified by the management at
as on 31 March, 2018, from being appointed reasonable intervals; no material discrepancies
as a director in terms of Section 164(2) of the were noticed on such verification.
Act;
(c) According to the information and explanation
f) With respect to the adequacy of the internal received by us, title deeds of immovable
financial controls over financial reporting of properties held as fixed assets are held in the
the company and the operating effectiveness name of the Company.
of such controls, refer to our separate report
ii. (a) As the company is engaged in service
in “Annexure B”.
sector, requirement of reporting on physical
g) with respect to the other matters to be included verification of stocks or maintenance of
in Auditors Report in accordance with Rule 11 inventory records, in our opinion, does not
of the Companies (Audit and Auditors) Rules, arise.
2014 in our opinion and to the best of our
iii. (a) According to the information and explanations
information and according to explanations
given to us and on the basis of our examination
given to us:
of the books of account, the Company has
i. The Company does not have any not granted any loan to parties covered in the
pending litigations; register maintained under Section 189 of the
Companies Act, 2013.
ii. The Company did not have any long
term contracts including derivative iv. The company has not given any loan, made any
contracts for which there were any investment and provided any guarantee and
material foreseeable losses; security under section 185 and 186 of Companies
Act, 2013
iii. The Company was not required
to transfer any amount to Investor v. Based on our scrutiny of the company’s records
Education and Protection Fund. and according to the information and explanations
provided by the management, in our opinion, the
company has not accepted any deposits within the
For R T Jain & Co LLP meaning of Rule 2 (b) of Companies (Acceptances
Chartered Accountants of Deposits) Rules, 2014 so far upto March 31,
FRN : 103961W / W100182 2018.

(CA Bankim Jain) vi. According to the information and explanations


Partner provided by the management, the company is not
Mem No. : 139447 engaged in production of goods or provision of any
such services for which the Central Government
Mumbai, May 26 , 2018. 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 comments on maintenance of such
records are required.

50 Annual Report 2017-18


Majestic Research Services and Solutions Limited
www.mrssindia.com

vii. (a) According to the records of the company, Particulars ` in Lakhs


undisputed statutory dues including Provident
Fund, Investor Education and Protection Fixed Deposit with Bank 34.00
Fund, Employees’ State Insurance, Income- Amount Available at Current 23.62
tax, Service Tax, Custom Duty, Excise Duty, Account of Company
cess to the extent applicable and any other Total 57.62
statutory dues have generally been regularly
deposited with the appropriate authorities. The Company has raised ` 956.22 Lakhs by way
According to the information and explanations of term loan from various banks and NBFC’s. The
given to us there were no outstanding statutory said loans have been applied for the purpose for

Corporate Overview
dues as on March 31, 2018 for a period of which it was obtained.
more than six months from the date they x. Based on the audit procedures performed and the
became payable, except for the following: information and explanations given to us, we report
that no fraud on or by the Company has been
Nature of Statutory Dues Amount Involved
noticed or reported during the year.
Income tax for F Y 2016-17 ` 229.46 Lakhs
xi. According to information and explanations given to
(b) According to the information and explanations us, in our opinion, the company has paid managerial
given to us, there is no amounts payable in remuneration in accordance with the requisite
respect of income tax, wealth tax, service tax, approvals mandated by the provisions of Section
customs duty and excise duty which have not 197 read with Schedule V to the Companies Act,

Notice
been deposited on account of any disputes. 2013.
viii. Based on our audit procedures and on the xii. The Company is not a nidhi company. Therefore,
information and explanations given by the the provision of this clause of the Companies
management, we are of the opinion that, the (Auditor’s Report) Order, 2016 is not applicable to
Company has not defaulted in repayment of dues the Company.
to a financial institution, bank or debenture holders.
xiii. Based on our audit procedures and on the

Statutory Reports
ix. According to the information and explanations information given by the management, the company
received by us, the company has raised a total has complied with the sections 177 and 188 of
capital of ` 998.64 Lakhs through FPO comprising the Companies Act, 2013 for all the transactions
of fresh issue of 8,76,000 Equity Shares of face with the related parties and the details of such
value of ` 10/- each for cash at a premium of transactions have been properly disclosed in the
` 104/- per share during the previous financial year Financial Statements as required by the applicable
which has been utilized as follows: ASs.

Financial Statements
(` in Lakhs) xiv. During the FY 2017-18, the Company has issued
and alloted 30,000 Equity Shares of ` 10/- each on
Particulars Proposed Actual preferential basis to Mr. Sarang Panchal (Managing
Utilisation Utilisation Director of the Co) at a Price of ` 250/- per share
Working Capital 470.00 470.00 (including share premium of ` 240/- per share).
Purchase of New Corporate 180.00 160.00 xv. The company has not entered into any non-cash
office transactions with directors of the company or its
Civil Work and Interior 80.00 42.38 subsidiary or persons connected with them.
Expenses
xvi. The Company is not required to be registered under
General Corporate Purpose 178.64 178.64 Section 45-IA of Reserve Bank of India Act, 1934.
Issue Expenses 90.00 90.00
For R T Jain & Co LLP
Total 998.64 941.02 Chartered Accountants
Unutilised/Unspent Amount as at 31st March, 2018 is kept FRN : 103961W / W100182
in Bank as below
(CA Bankim Jain)
Partner
Mem No. : 139447
Mumbai, May 26, 2018.

Annual Report 2017-18 51


Majestic Research Services and Solutions Limited
www.mrssindia.com

Annexure - B to the Auditors’ Report Our audit involves performing procedures to obtain audit
evidence about the adequacy of the internal financial
Report on the Internal Financial Controls under
controls system over financial reporting and their
Clause (i) of Sub-section 3 of Section 143 of the
operating effectiveness. Our audit of internal financial
Companies Act, 2013 (“the Act”)
controls over financial reporting included obtaining an
We have audited the internal financial controls over understanding of internal financial controls over financial
financial reporting of Majestic Research Services and reporting, assessing the risk that a material weakness
Solutions Limited (“the Company”) as of March 31, exists, and testing and evaluating the design and
2018 in conjunction with our audit of the standalone operating effectiveness of internal control based on the
financial statements of the Company for the year ended assessed risk. The procedures selected depend on the
on that date. auditor’s judgment, including the assessment of the risks
of material misstatement of the financial statements,
Management’s Responsibility for Internal Financial
Controls whether due to fraud or error.
We believe that the audit evidence we have obtained is
The Company’s management is responsible for
sufficient and appropriate to provide a basis for our audit
establishing and maintaining internal financial controls
based on the internal control over financial reporting opinion on the Company’s internal financial controls
system over financial reporting.
criteria established by the Company considering the
essential components of internal control stated in the Meaning of Internal Financial Controls over Financial
Guidance Note on Audit of Internal Financial Controls over Reporting
Financial Reporting issued by the Institute of Chartered
A company’s internal financial control over financial
Accountants of India (‘ICAI’). These responsibilities
reporting is a process designed to provide reasonable
include the design, implementation and maintenance of
assurance regarding the reliability of financial reporting
adequate internal financial controls that were operating
and the preparation of financial statements for external
effectively for ensuring the orderly and efficient conduct
purposes in accordance with generally accepted
of its business, including adherence to company’s
accounting principles. A company’s internal financial
policies, the safeguarding of its assets, the prevention
control over financial reporting includes those policies
and detection of frauds and errors, the accuracy and
and procedures that (1) pertain to the maintenance of
completeness of the accounting records, and the timely
records that, in reasonable detail, accurately and fairly
preparation of reliable financial information, as required
reflect the transactions and dispositions of the assets
under the Companies Act, 2013.
of the company; (2) provide reasonable assurance
Auditors’ Responsibility that transactions are recorded as necessary to permit
preparation of financial statements in accordance
Our responsibility is to express an opinion on the
with generally accepted accounting principles, and
Company’s internal financial controls over financial
reporting based on our audit. We conducted our audit that receipts and expenditures of the company are
being made only in accordance with authorisations of
in accordance with the Guidance Note on Audit of
management and directors of the company; and (3)
Internal Financial Controls over Financial Reporting (the
“Guidance Note”) and the Standards on Auditing, issued provide reasonable assurance regarding prevention
or timely detection of unauthorised acquisition, use, or
by ICAI and deemed to be prescribed under section
disposition of the company’s assets that could have a
143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls, both material effect on the financial statements.
applicable to an audit of Internal Financial Controls and, Inherent Limitations of Internal Financial Controls
both issued by the Institute of Chartered Accountants of over Financial Reporting
India. Those Standards and the Guidance Note require
Because of the inherent limitations of internal financial
that we comply with ethical requirements and plan
controls over financial reporting, including the possibility
and perform the audit to obtain reasonable assurance
of collusion or improper management override of controls,
about whether adequate internal financial controls over
material misstatements due to error or fraud may occur
financial reporting was established and maintained and if
and not be detected. Also, projections of any evaluation
such controls operated effectively in all material respects.
of the internal financial controls over financial reporting

52 Annual Report 2017-18


Majestic Research Services and Solutions Limited
www.mrssindia.com

to future periods are subject to the risk that the internal effectiveness of the internal financial controls throughout
financial control over financial reporting may become the year. Thus, the company does not have formal
inadequate because of changes in conditions, or that internal financial control over financial reporting based
the degree of compliance with the policies or procedures on our verification.
may deteriorate.
For R T Jain & Co LLP
Opinion Chartered Accountants
FRN :103961W / W100182
In our opinion, the Company has, in all material respects,
an adequate internal financial controls system over (CA Bankim Jain)

Corporate Overview
financial reporting. However the Company does not have Partner
appropriate system manuals or predefined standard Mem No. : 139447
operation procedure to maintain the efficacy and Mumbai, May 26, 2018.

Notice
Statutory Reports
Financial Statements

Annual Report 2017-18 53


Majestic Research Services and Solutions Limited
www.mrssindia.com

BALANCE SHEET AS AT 31ST MARCH 2018


(` In Lakhs)
Particulars Note As at As at
No. 31st March 2018 31st March 2017
I. EQUITY AND LIABILITIES
(1) Shareholder's Funds
(a) Share Capital 2 1,002.60 499.80
(b) Reserves and Surplus 3 2,125.42 1,519.19

(2) Non-Current Liabilities


(a) Long-term borrowings 6 730.95 -
(b) Deferred tax liabilities (net) 4 - -
(c) Long-term provisions 5 11.06 11.06

(3) Current Liabilities


(a) Short-term borrowings 6 198.07 32.74
(b) Trade payables 7 112.98 89.46
(c) Other current liabilities 8 538.53 153.19
(d) Short-term provisions 9 588.92 174.63

TOTAL 5,308.53 2,480.07

II. ASSETS
(1) Non-Current Assets
(a) Fixed Assets 10
(i) Tangible assets 614.18 62.85
(ii) Intangible assets 0.00 0.01
(b) Deferred tax assets (net) 4 12.70 13.98
(c) Non-current investments 11 309.41 1.00
(d) Long-term loans and advances 12 13.11 23.58
(e) Other non-current assets - -

(2) Current Assets


(a) Inventories - -
(b) Trade receivables 13 1,596.45 1,029.37
(c) Cash and cash equivalents 14 2,571.24 1,247.70
(d) Short-term loans and advances 15 144.97 99.68
(e) Other current assets 16 46.47 1.90
TOTAL 5,308.53 2,480.07
Significant Accounting Policies 1
The accompanying notes form an integral part of financial statements.

As per our report of even date

FOR R T JAIN & CO LLP For and on behalf of the Board


CHARTERED ACCOUNTANTS
(FRN NO. 103961W/W100182)

CA BANKIM JAIN Sarang Panchal Rajendra Sharma Kajal Sudani


PARTNER (Managing Director) (Whole Time Director) (Company Secretary)
M No-139447 DIN: 00046744 DIN: 06879460 M.No. A45271

Mumbai, 26th May 2018

54 Annual Report 2017-18


Majestic Research Services and Solutions Limited
www.mrssindia.com

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2018
(` In Lakhs)
Particulars Note 2017-18 2016-17
No.
INCOME
Revenue from operations 17 4,620.28 2,293.04
Other Income 18 16.12 3.58

Corporate Overview
Total Revenue 4,636.40 2,296.62

EXPENDITURE
Direct Expenses 19 2,364.17 1,084.17
Employee Benefits Expenses 20 307.73 290.29
Financial Costs 21 91.27 26.57
Depreciation and Amortization Expense 10 90.57 23.94
Other Expenses 22 231.06 172.25

Notice
Total Expenses 3,084.78 1,597.23
Profit before tax 1,551.62 699.40

Tax expense: 23

Statutory Reports
(1) Current tax (454.65) (242.92)
(2) Deferred tax (1.28) 6.59

Profit/(Loss) for the period 1,095.69 463.07

EPS (face value of `10/- each) Basic and Diluted (`) 24 10.95 4.93

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

As per our report of even date

FOR R T JAIN & CO LLP For and on behalf of the Board


CHARTERED ACCOUNTANTS
(FRN NO. 103961W/W100182)

CA BANKIM JAIN Sarang Panchal Rajendra Sharma Kajal Sudani


PARTNER (Managing Director) (Whole Time Director) (Company Secretary)
M No-139447 DIN: 00046744 DIN: 06879460 M.No. A45271

Mumbai, 26th May 2018

Annual Report 2017-18 55


Majestic Research Services and Solutions Limited
www.mrssindia.com

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2018
(` In Lakhs)
Particulars March 31,2018 March 31,2017
Cash flow from operating activities:
Net Profit before tax as per Profit And Loss A/c 1,551.62 699.40
Adjusted for:
Depreciation & Amortisation 90.57 23.94
Interest & Finance Cost 91.27 26.57
Interest Received (5.02) (0.31)
Provision for Gratuity 4.92 11.27
Operating Profit Before Working Capital Changes 1,733.36 760.86
Adjusted for (Increase)/ Decrease:
Trade Receivables (567.08) (411.58)
Loans and advances and other assets (79.11) 5.14
Increase / (Decrease) in Trade & Other Payables 413.78 117.24
Cash Generated From Operations 1,500.94 471.66
Direct Tax Paid (50.20) (68.41)
Net Cash Flow from/(used in) Operating Activities: (A) 1,450.74 403.24

Cash Flow From Investing Activities:


Purchase of Fixed Assets (641.89) (61.89)
Investement in Subsidary (308.41) 0.00
Sale of Investement in Associate Company - 0.50
Interest Received 5.02 0.31
Loan to Subsidiary (0.29) (1.13)
Loan to Others - 21.42
Net Cash Flow from/(used in) Investing Activities: (B) (945.57) (40.79)

Cash Flow from Financing Activities:


Proceeds From Share Capital & Share Premium 75.00 998.64
Share Issue Expenses (Refer Note 31) (1.50) (113.04)
Proceeds from Short-term borrowings 165.33 -
Proceeds from Long-term borrowings 730.95 -
Dividend Paid incl tax thereon (60.16) -
Repayment of Short-term borrowings - (38.02)
Interest & Financial Charges (91.27) (26.57)
Net Cash Flow from/(used in) Financing Activities (C) 818.36 821.01

Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) 1,323.53 1,183.47


Cash & Cash Equivalents As At Beginning of the Year 1,247.70 64.24
Cash & Cash Equivalents As At End of the Year 2,571.23 1,247.70
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

FOR R T JAIN & CO LLP For and on behalf of the Board


CHARTERED ACCOUNTANTS
(FRN NO. 103961W/W100182)

CA BANKIM JAIN Sarang Panchal Rajendra Sharma Kajal Sudani


PARTNER (Managing Director) (Whole Time Director) (Company Secretary)
M No-139447 DIN: 00046744 DIN: 06879460 M.No. A45271

Mumbai, 26th May 2018

56 Annual Report 2017-18


Majestic Research Services and Solutions Limited
www.mrssindia.com

NOTES FORMING PART OF THE FINANCIAL STATEMENTS


CORPORATE INFORMATION
Majestic Research Services & Solutions Limited (formerly known as Majestic Research Services & Solutions Private
Limited), incorporated under the Companies Act, 1956 and the company is the first Indian Market Research Company
listed on BSE SME Platform. The Company is engaged in providing market research services. The company offers
a wide range of qualitative and quantitative research services.
NOTE 1: SIGNIFICANT ACCOUNTING POLICIES

Corporate Overview
A. Basis of preparation of Financial Statements:
i. These financial statements are prepared in accordance with Generally Accepted Accounting Principles
in India (GAAP) under historical cost convention on the accrual basis. GAAP comprises mandatory
accounting standards as prescribed under Section 133 of the Companies Act, 2013 (‘Act’) read with Rule
7 of the Companies (Accounts) Rules, 2014, and the relevant provisions of the Companies Act, 2013 (“the
2013 Act”) / Companies Act, 1956 (“the 1956 Act”), as applicable.
ii. The financial statements are prepared under the historical cost convention and on the accounting principles
of going concern. The Company follows the accrual system of accounting where income & expenditure
are recognized on accrual basis.
B. Use of Estimates:

Notice
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:

Statutory Reports
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.

Financial Statements
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.

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Majestic Research Services and Solutions Limited
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Exchange Differences: All exchange differences arising on settlement/conversion of foreign currency


transactions are recognized in the statement of profit and loss.
G. Revenue Recognition:
Revenue is primarily derived from market research and related services. Revenue is recognized on completion
of service to be rendered to the customer. Revenue from partly complete contracts is recognized on percentage
of completion method except when there is uncertainty as to measurement or ultimate collectability then revenue
recognition is postponed until such uncertainty is resolved.
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 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.
L. Investments
Long term investments are valued at cost with an appropriate provision for permanent diminution in value, if
any. Investment that is readily realizable and is intended to be held for not more than one year is valued at lower
of cost or realizable value.
M. Share Issue Expenditure
Share Issue Expenses incurred by the company in connection with IPO & FPO was ` 45.16 Lakhs & ` 90.00
Lakhs respectively. Out of which share issue expenses of Rs 30.80 Lakhs in connection with IPO have been
adjusted towards the securities premium received on account of IPO and balance shares issue expenses
including of FPO have been adjusted towards the securities premium received on account of FPO.
N. Employee Benefits
a) Short-term Employee Benefits
All employee benefits payable wholly within twelve months of rendering the service are classified as
short-term employee benefits. Benefits such as salaries, wages and bonus etc., are recognized in the
Statement of Profit & Loss in the period in which the employee renders the related services. Company had
provided provision for gratuity in the financial year 2016-17 including provision for gratuity amounting to

58 Annual Report 2017-18


Majestic Research Services and Solutions Limited
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` 8,15,310/- relating to Period 2012-2016. The Provision amount has been taken as per Certified Actuarial
Report.
(b) Long-term Employee Benefits
(i) Defined Contribution Plan
The Company deposits the contributions for provident fund to the appropriate Government authorities
and these contributions are recognized in the Statement of Profit and Loss in the financial year to
which they relate.
(ii) Defined Benefit Plan

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

Notice
Statutory Reports
Financial Statements

Annual Report 2017-18 59


Majestic Research Services and Solutions Limited
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NOTES TO THE FINANCIAL STATEMENTS


Note : 2 Share Capital (` in Lakhs)
Particulars As at As at
31st March 2018 31st March 2017
Equity Share Capital
Authorised Share Capital
15,000,000 (15,000,000) Equity Share of `10/- Each. 1,500.00 1,500.00
1,500.00 1,500.00
Issued, Subscribed and Fully Paid Up Share Capital
10,026,000 (4,998,000) Equity Share of `10/- each 1,002.60 499.80
Issued, subscribed and fully paid
TOTAL 1,002.60 499.80

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

Particulars As at As at
31st March 2018 31st March 2017
Equity shares at the beginning of the year 4,998,000 4,122,000
Add: Shares issued during the year (Refer Note 31) 30,000 876,000
Add: Bonus Shares issued during the year 4,998,000 -
Equity Shares at the end of the year 10,026,000 4,998,000

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.
During the financial Year 2017-18, the company has alloted 49,98,000 Equity Shares of ` 10/- each fully paid
up as Bonus Shares in the ratio of 1:1 (i.e one Bonus shares for every share held).
b) Details of shareholders holding more than 5% shares of the aggregate shares in the company

Name of shareholder As at 31 March, 2018 As at 31 March, 2017


No. of Percentage No. of Percentage
Shares Shares
Majestic Market Research Support Services 4,175,000 41.64% 2,087,500 41.77%
Limited
RajendraKumar Sharma 1,828,990 18.24% 914,495 18.30%
Note : 3 Reserve and Surplus (` in Lakhs)

Particulars As at As at
31st March 2018 31st March 2017
1) Surplus in the Statement of Profit and Loss
As Per Last Balance Sheet 721.19 258.12
Add: Profit for the year ended 1,095.69 463.07
Less: Interim Dividend Paid & Dividend Distribution tax thereon 60.16 -
Closing Balance 1,756.73 721.19

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Majestic Research Services and Solutions Limited
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NOTES TO THE FINANCIAL STATEMENTS


Particulars As at As at
31st March 2018 31st March 2017
2) Securities Premium Account
As Per Last Balance Sheet 798.00 -
Add: Premium Received on issue of Equity Shares (Refer Notes 1 and 31) 72.00 911.04
Less: Utilised for issuance of Bonus Shares

Corporate Overview
499.80 -
Less: Issue Expenses on Issuance of Shares 1.50 113.04
Closing Balance 368.70 798.00
TOTAL 2,125.42 1,519.19

Note : 4 Deferred Tax Liabilities /(Assets) (` in Lakhs)


Particulars As at As at
31st March 2018 31st March 2017
Deferred Tax Liability

Notice
Related to difference between book balance and tax balance of Fixed Assets - -
and Expenses
Deferred Tax (Assets)
Related to difference between book balance and tax balance of Fixed Assets (12.70) (13.98)
and Expenses
TOTAL (12.70) (13.98)

Statutory Reports
Note : 5 Long-term Provisions (` in Lakhs)
Particulars As at As at
31st March 2018 31st March 2017
Provision for Gratuity 11.06 11.06
TOTAL 11.06 11.06

Financial Statements
Note : 6 Borrowings (` in Lakhs)
Particulars As at As at
31st March 2018 31st March 2017
A) Long Term Borrowings
Secured
Term Loan
From Bank for Purchase of Property 368.00
(Loan Sanctioned- INR 425 Lakhs , Term- 96 Months with
12 months moratorium, Interest Rate- 10.50% P.a)
From EXIM Bank for refinance of acquisition cost 228.00
(Against FD/ Margin Money of Rs 50 Lakhs , Pledge of Shares
by Promoters & Corporate Guarantee of Promoter- MMRSSL)
(Loan Sanctioned- USD 3,83,000, Term- 5 Yrs with 12 months
moratorium, Interest Rate- USD LIBOR (6m) plus 450 bps p.a
Payable Quarterly)

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Majestic Research Services and Solutions Limited
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NOTES TO THE FINANCIAL STATEMENTS


Particulars As at As at
31st March 2018 31st March 2017
Unsecured (Refer Note 32)
From Banks & NBFC's 134.95 -
From Body Corporates - -
Total (A) 730.95 -

B) Short Term Borrowings


Secured
Loan Repayable on Demand
Cash Credit Facility From Bank* 198.07 -
*(Secured by Charge On Entire Current Assets of the Company)
Unsecured
From Banks - -
From Body Corporates - 32.74
Total (B) 198.07 32.74

TOTAL (A+B) 929.02 32.74

Note: 7 Trade Payables (` in Lakhs)


Particulars As at As at
31st March 2018 31st March 2017

Due to Micro, Small and Medium Enterprises - -

Others 112.98 89.46

TOTAL 112.98 89.46

Note: 8 Other Current Liabilities (` in Lakhs)


Particulars As at As at
31st March 2018 31st March 2017
Creditors for Expenses 10.98 5.05
Payable to Market Probe INC. for acquisition of Subsidiary Co. 198.72 28.41
Provision for Salary 22.30 17.07
Current Maturities of Long term Debt / Loans 225.27 -
Statutory Dues 81.25 102.66
TOTAL 538.53 153.19

Note : 9 Short-term Provisions (` in Lakhs)


Particulars As at As at
31st March 2018 31st March 2017
Provision for Income Tax (Net of Advance Tax & TDS) 583.79 174.42
Provision for Gratuity 5.13 0.21
TOTAL 588.92 174.63

62 Annual Report 2017-18


NOTES TO THE FINANCIAL STATEMENTS
NOTE : 10 FIXED ASSETS (` in Lakhs)

Description of Asset GROSS BLOCK (AT COST) DEPRECIATION / AMORTISATION NET BLOCK
As on Addition Deduction As on Up to Provided Deduction/ Up to As on As on
01.04.2017 during year during year 31.03.2018 01.04.2017 during year Adjustment 31.03.2018 31.03.2018 31.03.2017
I. Tangible Assets
- Computer Systems 10.21 15.32 - 25.52 9.85 1.85 - 11.70 13.82 0.36
- Furniture & Fittings 10.88 42.38 - 53.26 10.23 3.06 - 13.29 39.97 0.65
- Office Equipments 2.47 - - 2.47 2.38 0.05 - 2.43 0.03 0.08
- Plant & Equipments 102.62 - - 102.62 40.85 59.02 - 99.87 2.74 61.77
- Office 584.19 584.19 - 26.58 26.58 557.61 -
II. Intangible Assets
- Computer Software 10.53 - - 10.53 10.52 0.01 - 10.53 0.00 0.01
TOTAL 136.70 641.89 - 778.58 73.84 90.57 - 164.41 614.18 62.86
Previous Year 74.80 61.89 - 136.70 49.90 23.94 - 73.84 62.86

Notes:
1) As a Prudent Practice, Company has been depreciating full value of assets, though the assets will have residual value and Companies Act, 2013 allows upto
5% to be retained as residual value.

Annual Report 2017-18


63
www.mrssindia.com
Majestic Research Services and Solutions Limited

Financial Statements Statutory Reports Notice Corporate Overview


Majestic Research Services and Solutions Limited
www.mrssindia.com

NOTES TO THE FINANCIAL STATEMENTS


Note : 11 Non Current Investments (` in Lakhs)
Particulars As at As at
31st March 2018 31st March 2017
Long Term Investement (Valued At Cost Unless Stated Otherwise)*
(A) Trade Investement- (Unquoted)
i) Investement in Subsidary Compnay
a) 9,999 (Previous Year 9,999)Equity Shares of ` 10/- each fully paid 1.00 1.00
up of ATREVIDO RESEARCH AND CONSULTANTS PRIVATE
LIMITED
b) 12,50,000 (Previous Year NIL) Ordinary Shares of SGD 0.20/- 308.41 -
each fully paid up of MAJESTIC RESEARCH SERVICES ASIA
PTE. LTD
c) 1 (Previous Year NIL) Ordinary Shares of SGD 1/- each fully paid 0.00 -
up of MAJESTIC RESEARCH ASIA PACIFIC PTE. LTD
TOTAL 309.41 1.00

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


Particulars As at As at
31st March 2018 31st March 2017
Unsecured, Considered Good
Security Deposits 13.11 23.55
Tender Fees - 0.03
TOTAL 13.11 23.58

Note : 13 Trade Receivables (` in Lakhs)


Particulars As at As at
31st March 2018 31st March 2017
Unsecured, Considered Good
Less than Six Months
- Related Party (Refer Note 27) 24.41 24.36
- Others 1,521.79 917.79
More than Six Months
- Related Party - -
- Others 50.25 87.22
TOTAL 1,596.45 1,029.37

Note : 14 Cash and Cash Equivalent (` in Lakhs)


Particulars As at As at
31st March 2018 31st March 2017
Cash in hand 1.96 0.54
Balances with banks in current account (Refer Note 31) 2,569.28 1,247.16
TOTAL 2,571.24 1,247.70

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NOTES TO THE FINANCIAL STATEMENTS


Note :15 Short Terms Loans and Advances (` in Lakhs)
Particulars As at As at
31st March 2018 31st March 2017
Unsecured, Considered Good
Advance for Expenses 142.04 97.04
Advance to Related Parties (Refer Notes 26 and 27) 2.93 2.64
Advance to Others- Body Corporates - -

Corporate Overview
TOTAL 144.97 99.68

Note :16 Other Current Assets (` in Lakhs)


Particulars As at As at
31st March 2018 31st March 2017
Share Issue Expenses (To the Extent Not W/off) (Refer Note 31) - -
Cenvat Credit 42.66 -
Accured Interest on Fixed Deposit 3.82 1.90
TOTAL 46.47 1.90

Notice
Note : 17 Revenue from Operations (` in Lakhs)
Particulars 2017-18 2016-17
Sales of Services 4,620.28 2,293.04
TOTAL 4,620.28 2,293.04

Statutory Reports
Note : 18 Other Income (` in Lakhs)
Particulars 2017-18 2016-17
Interest on Income Tax Refund - -
Interest on Fixed Deposit 4.50 3.23

Financial Statements
Foreign Exchange Fluctuation Gain 11.10 -
Interest on Loan - 0.31
Other Income 0.52 0.04
TOTAL 16.12 3.58

Note : 19 Direct Expenses (` in Lakhs)


Particulars 2017-18 2016-17
Project Expenses 2,364.17 1,084.17
TOTAL 2,364.17 1,084.17

Annual Report 2017-18 65


Majestic Research Services and Solutions Limited
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NOTES TO THE FINANCIAL STATEMENTS


Note : 20 Employee Benefits Expenses (` in Lakhs)
Particulars 2017-18 2016-17
Salaries, Wages and Bonus (Refer Note 27) 300.22 277.50
Contribution to Provident Fund 0.91 0.55
Staff Welfare Expenses 1.67 0.97
Provision for Gratuity (Refer Note 1) 4.92 11.27
TOTAL 307.73 290.29

Note : 21 Financial Cost (` in Lakhs)


Particulars 2017-18 2016-17
Bank Charges 1.24 0.32
Interest on Cash Credit facility 20.02 13.57
Interest on Unsecured Loan 22.89 1.65
Loan Processing Fees 7.49 1.14
Interest on Income Tax - 8.47
Interest on Property Term Loan 39.62 -
Other Interest Expenses - 1.41
TOTAL 91.27 26.57

Note : 22 Other Expenses (` in Lakhs)


Particulars 2017-18 2016-17
Travelling & Conveyance 12.76 12.80
Telephone Charges 3.43 4.63
Printing & Stationery 3.14 2.55
Office Expense 7.97 8.10
Business Promotion & Advertisement Charges 8.92 8.52
Legal & Professional Fees 76.67 41.45
Auditors Remuneration (Refer Note 25) 1.80 1.65
Rent 23.77 45.49
Conference & Membership Fees 0.50 0.12
Boarding & Lodging 0.59 0.76
Repairs & Maintenance 0.29 1.30
Professional Tax Paid - 0.03
Shop & Establishment Expenses - 0.05
Misc. Expenses 1.95 1.31
General & Board Meeting Expenses 2.39 2.15
Electricity Charges 4.14 5.08
Sitting Fees Paid to Directors (Refer Note 27) 0.20 0.30
Rates & Taxes 24.45 4.73
Foreign Exchange Fluctuation - 27.56

66 Annual Report 2017-18


Majestic Research Services and Solutions Limited
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NOTES TO THE FINANCIAL STATEMENTS


Note : 22 Other Expenses (` in Lakhs)
Particulars 2017-18 2016-17
Listing & Other Fees Paid to BSE 5.14 0.61
Other Expenses 52.96 3.02
TOTAL 231.06 172.25

Note : 23 Tax Expenses (` in Lakhs)

Corporate Overview
Particulars 2017-18 2016-17
Current Tax
Provision For Income Tax 454.65 242.92
Deferred Tax Liability / (Asset)
Related to Depreciation and Other Expenses 1.28 (6.59)

Note : 24 Earnings Per Share (` in Lakhs)


Particulars 2017-18 2016-17

Notice
Profit for the period attributable to Equity Shareholder 1,095.69 463.07
No of weighted average equity shares outstanding during the year 50.06 43.93
Add: Bonus Issue 49.98 49.98
Total No of Equity Shares outstanding during the year 100.04 93.91
Nominal Value of Equity Share (In `) 10.00 10.00

Statutory Reports
Basic and Diluted Earning Per Share (In `) 10.95 4.93
Note : 25 Auditors Remuneration includes: (` in Lakhs)
Particulars 2017-18 2016-17
Statutory Audit Fees 1.15 1.00
Tax Audit Fees 0.65 0.65

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

Description of Relationship Names of Related Parties


Holding Company / Parent Company Majestic Market Research Support Services Limited
Wholly Owned Subsidiary Company Majestic Research Services Asia Pte Limited (Earlier Known
as Market Probe Asia Pacific Pte Ltd)*, Atrevido Research &
Consultants Private Limited (Earlier Known as Emtee Research &
Consultants Private Limited)
Key Management Personnel (KMP’s) Sarang Panchal, Rajendra Kumar Sharma, Rajesh Oberoi, & Kajal
Sudani.
Enterprises in which KMP have M/s Smart Spaces.
significant influence.

*Company had entered into a share subscription agreement on July 21, 2017 with Market Probe INC( Seller) for
acquisition of 12,50,000 ordinary shares comprising 100% shareholding of Market Probe Asia Pte Ltd (MRAP)
consequent to this MRAP becomes wholly owned subsidiary of Majestic Research Services and Solutions

Annual Report 2017-18 67


Majestic Research Services and Solutions Limited
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NOTES TO THE FINANCIAL STATEMENTS


Limited and further with effect from November 08, 2017, the name of the Company’s wholly owned subsidiary
has been changed from Market Probe Asia Pte Ltd to Majestic Research Services Asia Pte Ltd.
27. Transactions with Related Parties
(` in Lakhs)
Name Relationship Country Nature of Holding as at Amount of Holding as at Amount of
Transaction 31-03-2018 transaction in 31-03-2017 transaction in
(in %) 2017-18 (in %) 2016-17
Emtee Research & Subsidiary India Investment 100 NIL 100 NIL
Consultants Private
Limited
Scent Analysis Majestic Joint Venture India Divestment NIL NIL NIL (0.50)
Private Limited *
Majestic Research Subsidiary Singapore Investment 100 308.41 NIL NIL
Services Asia Pte
Limited

*On 28th December, 2016, MRSS transferred its 50% stake and control in Scent Analysis Majestic Private Limited
to Analysis the Scent International Gmbh and its nominee at cost and thus resulting into no profit/loss on transfer of
investment.
(` in Lakhs)
Name Relationship Nature of Amount of Amount Amount of Amount
transaction transaction outstanding transaction outstanding
in 2017-18 as at 31-03- in 2016-17 as at 31-03-
2018 (payable)/ 2017 (payable)/
receivable receivable

Sarang Managing Remuneration 55.20 55.20


Panchal Director (3.50) (4.60)
Reimbursement 1.08 1.28
of Expenses*

Rajendra Whole Time Remuneration 15.00 15.00


Sharma Director (1.67) -
Reimbursement - -
of Expenses

Majestic Parent Loan Given - -


Market Company
Research Loan Received 20.55 24.43
Support 21.38 24.36
Loan Repayment 20.55 24.43
Services Ltd
Sales 56.15 73.01

Kajal Sudani Company Salary 4.05 (0.45) 0.74 (0.25)


Secretary

Majestic Subsidiary Sales 208.52 3.03 - -


Research
Services Asia
Pte Limited

Rajesh Independent Sitting Fees 0.20 - 0.30 -


Oberoi Director

68 Annual Report 2017-18


Majestic Research Services and Solutions Limited
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NOTES TO THE FINANCIAL STATEMENTS


Name Relationship Nature of Amount of Amount Amount of Amount
transaction transaction outstanding transaction outstanding
in 2017-18 as at 31-03- in 2016-17 as at 31-03-
2018 (payable)/ 2017 (payable)/
receivable receivable

Atrevido Wholly Loan Given 0.29 1.13


Research & Owned

Corporate Overview
Consultants Subsidiary Project Expenses - 2.93 - 2.64
Private
Limited

*Company has reimbursed staff welfare expenses to Mr. Sarang Panchal as incurred by him on behalf of the company.
28. Segment information: The Company operates in one segment of business namely market research services.
Hence business segment disclosure is not applicable. However the company operates in India and outside
India hence, company consider geographical segment as the reportable segment.
(` in Lakhs)
S r . Particulars Current Year Previous Year

Notice
No. 2017-18 2016-17
1 Segment Revenue
- Domestic Sales 2,662.57 1,409.98
- Export Sales 1,957.71 883.06

Statutory Reports
Total 4,620.28 2,293.04
2 Segment Results Profit / (Loss) before Tax and Interest*
- Domestic 1,284.88 732.65
- Export 971.23 476.22
Total 2,256.11 1,208.87

Financial Statements
Less : Interest Expenses (Not Related to Segment) 91.27 26.57
Less: Other unallocable expenditure net of income* 613.24 482.90
Profit /(Loss) before Tax 1,551.61 699.40
3 Capital Employed (Segment Assets- Segment Liabilities)
- Domestic 742.57 658.08
- Export 853.88 371.29
Total 1,596.45 1,029.37
Unallocated 1,531.57 989.62

*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.

Annual Report 2017-18 69


Majestic Research Services and Solutions Limited
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NOTES TO THE FINANCIAL STATEMENTS


29. C.I.F. Value of imports, expenditure and earnings in foreign currency
(` in Lakhs)
Particulars Current Year Previous Year
2017-18 2016-17
CIF value of imports
Raw material - -
Traded goods - -
TOTAL - -
B. Expenditure in Foreign Currency - -
i) Project Expenses 14.80 42.64
C. Earnings in Foreign Currency
i) F.O.B. value of exports 1957.71 883.06
30. Disclosure in respect of Jointly Controlled Entity (Joint Venture)
In compliance with Accounting Standard 27 on “Financial Reporting of interest in Joint Venture”, the group share
of each of the assets, liabilities, incomes and expenses, etc. in respect of jointly controlled entity is as follow

Name of Joint Ventures Country of Incorporation Proportion of Ownership Interest


Scent Analysis Majestic Private Limited* India 0%
Group Share of Interest in Joint Venture
(` in Lakhs)
Particulars Current Year Previous Year
2017-18 2016-17
Assets NA NA
Liabilities NA NA
Incomes NA NA
Expenses NA NA
Capital Commitments NA NA
Other Commitments NA NA
*On 28th December, 2016, MRSS transferred its 50% stake and control in Scent Analysis Majestic Private
Limited to Analysis the Scent International Gmbh and its nominee at cost and thus resulting into no profit/loss
on transfer of investment.
31. During the Financial Year 2016-17, the company had raised ` 998.64 Lakhs through Further Public Issue
(FPO) by way of further issue of 8,76,000 Equity Shares of face value of ` 10/- each for cash at ` 114/- per
share (including share premium of ` 104/- per share). The Purpose of the FPO and its actual utilisation as at
31st March, 2018 is mentioned as under.
(` in Lakhs)
Particulars Proposed Utilisation Actual Utilisation
Working Capital 470.00 470.00
Purchase of New Corporate office 180.00 160.00
Civil Work and Interior Expenses 80.00 42.38
General Corporate Purpose 178.64 178.64
Issue Expenses 90.00 90.00
Total 998.64 941.02

70 Annual Report 2017-18


Majestic Research Services and Solutions Limited
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NOTES TO THE FINANCIAL STATEMENTS


Unutilised/Unspent Amount as at 31st March, 2018 is Kept in Bank as below

Particulars ` in Lakhs
Fixed Deposit with Banks 34.00
Amount Available at Current Account of Company 23.62
Total 57.62
Further during the FY 2017-18, the Company has issued and alloted 30,000 Equity Shares of ` 10/- each

Corporate Overview
on preferential basis to Mr. Sarang Panchal (Managing Director of the Co) at a Price of ` 250/- per share
(including share premium of ` 240/- per share) and the proceeds from the preferential issue has been utilised
for the object as stated in the explanatory statement to the Notice for the Annual General Meeting held on
September 25, 2017.
There is no deviation/variation of FPO Proceeds and Preferential Procceds from the objects as stated above.
32. Details of Unsecured Loans taken from Banks & NBFC’s are mentioned as below

Name of Lender Loan Sanctioned EMI Pm (Rs in Interest Rate Tenure Loan O/s as at
(Rs in Lakhs) Lakhs) (in %) P.a (in months) 31st March 2018

Notice
(Rs in Lakhs)
IndusInd Bank 35.00 1.27 18.50% 36 22.69
Magma Fincorp 61.96 3.12 19.00% 24 37.11
Aditya Birla 50.00 3.20 18.50% 18 37.46
Tata Capital 45.00 2.25 18.00% 24 38.57

Statutory Reports
Capital First Ltd 51.00 1.86 18.50% 36 46.62
Bajaj Finance 35.63 0.58 19.50% 96 33.33
IVL Finance Ltd 50.00 1.83 19.00% 36 46.82
India infoline 50.00 4.62 19.50% 12 42.32

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

Financial Statements
As per our report of even date

FOR R T JAIN & CO LLP For and on behalf of the Board


CHARTERED ACCOUNTANTS
(FRN NO. 103961W/W100182)

CA BANKIM JAIN Sarang Panchal Rajendra Sharma Kajal Sudani


PARTNER (Managing Director) (Whole Time Director) (Company Secretary)
M No-139447 DIN: 00046744 DIN: 06879460 M.No. A45271

Mumbai, 26th May 2018

Annual Report 2017-18 71


Majestic Research Services and Solutions Limited
www.mrssindia.com

INDEPENDENT AUDITOR’S REPORT


To the Members of obtain reasonable assurance about whether the financial
Majestic Research Services and Solutions Limited statements are free from material misstatement.
We have audited the accompanying consolidated An audit involves performing procedures to obtain
financial statements of Majestic Research Services audit evidence about the amounts and disclosures in
and Solutions Limited (“the Holding Company”), and its the consolidated financial statements. The procedures
subsidiary and associate company (collectively referred selected depend on the auditor’s judgment, including
to as “the Company” or “the Group”) which comprise the assessment of the risks of material misstatement
the consolidated balance sheet as at March 31, 2018 of the consolidated financial statements, whether due
and the consolidated statement of profit and loss and to fraud or error. In making those risk assessments,
consolidated cash flow statement for the year then the auditor considers internal financial control relevant
ended and a summary of significant accounting policies to the Company’s preparation of the consolidated
and other explanatory information. financial statements that give true and fair view in order
to design audit procedures that are appropriate in the
Management’s Responsibility for the Consolidated
circumstances. An audit also includes evaluating the
Financial Statements
appropriateness of accounting policies used and the
The Holding Company’s Board of Directors is responsible reasonableness of the accounting estimates made
for the matters in section 134(5) of the Companies Act, by Holding Company’s Board of Directors, as well as
2013 (“the Act”) with respect to the preparation of these evaluating the overall presentation of the consolidated
consolidated financial statements that give a true and fair financial statements.
view of the consolidated financial position, consolidated
We believe that the audit evidence we have obtained is
financial performance and consolidated cash flows of the
sufficient and appropriate to provide a basis for our audit
Company in accordance with the accounting principles
opinion on the consolidated financial statements.
generally accepted in India, including the Accounting
Standards specified under Section 133 of the Act, read Opinion
with Rule 7 of the Companies (Accounts) Rules, 2014.
In our opinion and to the best of our information and
This responsibility also includes the maintenance of
according to the explanations given to us, the financial
adequate accounting records in accordance with the
statements give the information required by the Act in
provision of the Act for safeguarding of the assets of the
the manner so required and give a true and fair view
Company and for preventing and detecting the frauds
in conformity with the accounting principles generally
and other irregularities; selection and application of
accepted in India:
appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, a) in the case of the consolidated balance sheet, of
implementation and maintenance of internal financial the state of affairs of the Company as at March 31,
control, that were operating effectively for ensuring the 2018; and
accuracy and completeness of the accounting records,
b) in the case of the consolidated statement of profit
relevant to the preparation and presentation of the
and loss, of the profit for the year ended on that
consolidated financial statements that give a true and fair
date; and
view and are free from material misstatement, whether
due to fraud or error. c) in the case of consolidated statement of cash flows,
of the consolidated cash flows for the year ended
Auditors Responsibility
on that date.
Our responsibility is to express an opinion on these
Report on Other Legal and Regulatory Requirements
consolidated financial statements based on our audit.
1. As required by section 143(3) of the Act, we report
We have taken into account the provisions of the Act, the
that:
accounting and auditing standards and matters which
are required to be included in the audit report under the a) we have sought and obtained all the
provisions of the Act and the Rules made thereunder. information and explanations which to the best
of our knowledge and belief were necessary
We conducted our audit in accordance with the
for the purpose of our audit;
Standards on Auditing specified under section 143(10)
of the Act. Those Standards require that we comply with b) in our opinion, proper books of account
ethical requirements and plan and perform the audit to as required by law have been kept by

72 Annual Report 2017-18


Majestic Research Services and Solutions Limited
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the Company so far as appears from our Annexure – A to the Auditors Report
examination of those books
Report on the Internal Financial Controls under
c) the consolidated balance sheet, consolidated Clause (i) of Sub-section 3 of Section 143 of the
statement of profit and loss and consolidated Companies Act, 2013 (“the Act”)
statement of cash flows dealt with by this
We have audited the internal financial controls over
Report are in agreement with the books of
financial reporting of Majestic Research Services
account.
and Solutions Limited (“the Holding Company”) and
d) In our opinion, the aforesaid consolidated its subsidiary companies and associate companies as
financial statements comply with the of March 31, 2018 in conjunction with our audit of the

Corporate Overview
Accounting Standards specified under consolidated financial statements of the Company for the
Section 133 of the Act, read with Rule 7 of the year ended on that date.
Companies (Accounts) Rules, 2014;
Management’s Responsibility for Internal Financial
e) On the basis of written representations Controls
received from the directors of the Holding
The Holding and subsidiary Company’s management
Company as on 31st March, 2018, taken on
is responsible for establishing and maintaining internal
record by the Board of Directors of the Holding
financial controls based on the internal control over
Company none of the directors is disqualified
financial reporting criteria established by the Company
as on 31 March, 2018, from being appointed
considering the essential components of internal control
as a director in terms of Section 164(2) of the
stated in the Guidance Note on Audit of Internal Financial
Act;

Notice
Controls over Financial Reporting issued by the Institute
f) with respect to the adequacy of the internal of Chartered Accountants of India (‘ICAI’). These
financial controls over financial reporting of responsibilities include the design, implementation and
the Company and the operating effectiveness maintenance of adequate internal financial controls that
of such controls, refer Annexure A to this were operating effectively for ensuring the orderly and
report; efficient conduct of its business, including adherence

Statutory Reports
to company’s policies, the safeguarding of its assets,
g) With respect to the other matters to be
the prevention and detection of frauds and errors, the
included in Auditors Report in accordance
accuracy and completeness of the accounting records,
with Rule 11 of the Companies (Audit and
and the timely preparation of reliable financial information,
Auditors) Rules, 2014 in our opinion and to
as required under the Companies Act, 2013.
the best of our information and according to
explanations given to us: Auditors’ Responsibility
i. The does not have any pending Our responsibility is to express an opinion on the

Financial Statements
litigations; Company’s internal financial controls over financial
reporting based on our audit. We conducted our audit
ii. The Company did not have any long
in accordance with the Guidance Note on Audit of
–term contracts including derivative
Internal Financial Controls over Financial Reporting (the
contracts for which there were any
“Guidance Note”) and the Standards on Auditing, issued
material foreseeable losses;
by ICAI and deemed to be prescribed under section
iii. The Company was not required 143(10) of the Companies Act, 2013, to the extent
to transfer any amount to Investor applicable to an audit of internal financial controls, both
Education and Protection Fund. applicable to an audit of Internal Financial Controls and,
both issued by the Institute of Chartered Accountants of
For R T Jain & Co LLP India. Those Standards and the Guidance Note require
Chartered Accountants that we comply with ethical requirements and plan
FRN : 103961W / W100182 and perform the audit to obtain reasonable assurance
about whether adequate internal financial controls over
(CA Bankim Jain)
financial reporting was established and maintained and if
Partner
such controls operated effectively in all material respects.
Mem No. : 139447
Mumbai, May 26, 2018. Our audit involves performing procedures to obtain audit
evidence about the adequacy of the internal financial
controls system over financial reporting and their

Annual Report 2017-18 73


Majestic Research Services and Solutions Limited
www.mrssindia.com

operating effectiveness. Our audit of internal financial Inherent Limitations of Internal Financial Controls
controls over financial reporting included obtaining an over Financial Reporting
understanding of internal financial controls over financial
Because of the inherent limitations of internal financial
reporting, assessing the risk that a material weakness
controls over financial reporting, including the possibility
exists, and testing and evaluating the design and
of collusion or improper management override of controls,
operating effectiveness of internal control based on the
material misstatements due to error or fraud may occur
assessed risk. The procedures selected depend on the
and not be detected. Also, projections of any evaluation
auditor’s judgment, including the assessment of the risks
of the internal financial controls over financial reporting
of material misstatement of the financial statements,
to future periods are subject to the risk that the internal
whether due to fraud or error.
financial control over financial reporting may become
We believe that the audit evidence we have obtained is inadequate because of changes in conditions, or that
sufficient and appropriate to provide a basis for our audit the degree of compliance with the policies or procedures
opinion on the Company’s internal financial controls may deteriorate.
system over financial reporting.
Opinion
Meaning of Internal Financial Controls over Financial
In our opinion, the Holding Company and its Subsidiary
Reporting
Company has, in all material respects, an adequate
A company’s internal financial control over financial internal financial controls system over financial reporting.
reporting is a process designed to provide reasonable However both the Companies do not have appropriate
assurance regarding the reliability of financial reporting system manuals or predefined standard operation
and the preparation of financial statements for external procedure to maintain the efficacy and effectiveness of
purposes in accordance with generally accepted the internal financial controls throughout the year. Thus,
accounting principles. A company’s internal financial both the companies do not have formal internal financial
control over financial reporting includes those policies control over financial reporting based on our verification.
and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly
For R T Jain & Co LLP
reflect the transactions and dispositions of the assets
Chartered Accountants
of the company; (2) provide reasonable assurance
FRN : 103961W / W100182
that transactions are recorded as necessary to permit
preparation of financial statements in accordance (CA Bankim Jain)
with generally accepted accounting principles, and Partner
that receipts and expenditures of the company are Mem No. : 139447
being made only in accordance with authorisations of Mumbai, May 26, 2018
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.

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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2018

(` In Lakhs)
Particulars Note As at As at
No. 31st March 2018 31st March 2017
I. EQUITY AND LIABILITIES
(1) Shareholder's Funds
(a) Share Capital 3 1,002.60 499.80
(b) Reserves and Surplus 4 2,999.28 1,519.54

Corporate Overview
(2) Minority Interest - -

(3) Non-Current Liabilities


(a) Long-term borrowings 7 730.95 -
(b) Deferred tax liabilities (net) 5 - -
(c) Long-term provisions 6 11.06 11.06

(4) Current Liabilities


(a) Short-term borrowings 7 198.07 35.38
(b) Trade payables 8 110.34 89.50
(c) Other current liabilities 9 588.78 153.48

Notice
(d) Short-term provisions 10 588.93 174.74

TOTAL 6,230.01 2,483.50

II. ASSETS
(1) Non-Current Assets
(a) Fixed Assets 11

Statutory Reports
(i) Tangible assets 642.71 62.85
(ii) Intangible assets 4.21 0.01
(b) Goodwill on consolidation - 0.37
(c) Deferred tax assets (net) 5 12.70 13.98
(d) Non-current investments - -
(e) Long-term loans and advances 13 13.61 24.20
(f) Other non-current assets 12 - 0.05

Financial Statements
(2) Current Assets
(a) Inventories - -
(b) Trade receivables 14 2,547.52 1,032.65
(c) Cash and cash equivalents 15 2,733.37 1,247.70
(d) Short-term loans and advances 16 142.04 99.68
(e) Other current assets 17 133.85 2.01
TOTAL 6,230.01 2,483.50
Significant Accounting Policies
The accompanying notes form an integral part of financial statements.

As per our report of even date


FOR R T JAIN & CO LLP For and on behalf of the Board
CHARTERED ACCOUNTANTS
(FRN NO. 103961W/W100182)

CA BANKIM JAIN Sarang Panchal Rajendra Sharma Kajal Sudani


PARTNER (Managing Director) (Whole Time Director) (Company Secretary)
M No-139447 (DIN: 00046744) (DIN: 06879460) M.No. A45271

Mumbai, 26th May 2018

Annual Report 2017-18 75


Majestic Research Services and Solutions Limited
www.mrssindia.com

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE


YEAR ENDED 31ST MARCH 2018

(` In Lakhs)
st st
Particulars Note 31 March 2018 31 March 2017
No.
INCOME
Revenue from operations 18 6,444.95 2,293.04
Other Income 19 92.51 4.71
Total Revenue 6,537.46 2,297.77

EXPENDITURE
Direct Expenses 20 3,076.92 1,084.17
Employee Benefits Expenses 21 947.31 290.29
Financial Costs 22 91.95 26.58
Depreciation and Amortization Expense 11 111.74 23.94
Other Expenses 23 492.35 173.23
Total Expenses 4,720.27 1,598.20
Profit before tax 1,817.19 699.55

Tax expense: 24
(1) Current tax (454.65) (243.04)
(2) Deferred tax (1.28) 6.61

Profit/(Loss) for the period 1,361.26 463.13

Less: Adjustment for Minority Interest Share - -


Profit/(Loss) after Minority Interest 1,361.26 463.13
EPS (face value of `10/- each) Basic and Diluted (`) 25 13.61 4.93
Significant Accounting Policies 1&2
The accompanying notes form an integral part of financial statements.

As per our report of even date


FOR R T JAIN & CO LLP For and on behalf of the Board
CHARTERED ACCOUNTANTS
(FRN NO. 103961W/W100182)

CA BANKIM JAIN Sarang Panchal Rajendra Sharma Kajal Sudani


PARTNER (Managing Director) (Whole Time Director) (Company Secretary)
M No-139447 (DIN: 00046744) (DIN: 06879460) M.No. A45271

Mumbai, 26th May 2018

76 Annual Report 2017-18


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CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2018
(` In Lakhs)
Particulars March 31, 2018 March 31, 2017
Cash flow from operating activities:
Net Profit before tax as per Profit And Loss A/c 1,817.19 699.55
Adjusted for:
Depreciation & Amortisation 111.74 23.94
Interest & Finance Cost 91.27 26.58
Interest on Loan Received (5.14) (0.31)
(Profit)/ Loss on Sale of Fixed Assets 0.30 (1.13)

Corporate Overview
Provision for Gratuity 4.92 11.27
Operating Profit Before Working Capital Changes 2,020.28 759.89
Adjusted for (Increase)/ Decrease:
Trade Receivables (979.87) (411.19)
Loans and advances and other assets (166.19) 5.47
Increase / (Decrease) in Trade & Other Payables 296.37 117.85
Cash Generated From Operations 1,170.59 472.02
Direct Tax Paid (50.20) (68.41)
Net Cash Flow from/(used in) Operating Activities: (A) 1,120.39 403.60

Cash Flow From Investing Activities:


Purchase of Fixed Assets (673.75) (61.89)
Sales of Fixed Assets 0.30 2.59
Withdrawl of Fixed Deposit 24.74 -

Notice
Sale of Investement in Associate Company - -
Investement in Subsidary -
Interest Received 5.14 0.31
Loan to Subsidiary - (2.64)
Loan to Others - 21.42
Net Cash Flow from/(used in) Investing Activities: (B) (643.57) (40.21)

Cash Flow from Financing Activities:

Statutory Reports
Proceeds From Share Capital & Share Premium 75.00 998.64
Share Issue Expenses (1.50) (113.04)
Proceeds from Short-term borrowings 165.33 -
Proceeds from Long-term borrowings 730.95 -
Dividend Paid incl tax thereon (60.16)
Repayment of Short-term borrowings - (39.78)
Interest & Financial Charges (91.27) (26.58)
Net Cash Flow from/(used in) Financing Activities ( C) 818.36 819.24

Financial Statements
Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) 1,295.18 1,182.63
Cash & Cash Equivalents As At Beginning of the Year (Refer Note 2) 1,247.70 65.07
Cash & Cash Equivalents As At End of the Year (Refer Note 2) 2,542.88 1,247.70
Notes:-
1) The above cash flow statement has been prepared under the indirect method set out in Accounting standard on cash flow statement (AS-3)
as notified under the companies Act, 1956, read with section 133 of the Companies Act, 2013 and Rule 7 of the companies Act, (Accounts)
Rules 2014.
2) Since, the company has acquired singapore company during the FY 2017-18 and presented consolidated balancesheet with singapore
company for first time in FY 2017-18 with no comparatives figures of singapore company of FY 2016-17 thus the consolidated cash flow
statement for the year ended 31st March, 2018 has been presented and reported till the line item of Net Cash and Cash Equivalents.
However the singapore company had Bank Balance of SGD 10.04 Lakhs as cash and cash equivalents as at the beginning of the year.
3) 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
FOR R T JAIN & CO LLP For and on behalf of the Board
CHARTERED ACCOUNTANTS
(FRN NO. 103961W/W100182)

CA BANKIM JAIN Sarang Panchal Rajendra Sharma Kajal Sudani


PARTNER (Managing Director) (Whole Time Director) (Company Secretary)
M No-139447 (DIN: 00046744) (DIN: 06879460) M.No. A45271

Mumbai, 26th May 2018

Annual Report 2017-18 77


Majestic Research Services and Solutions Limited
www.mrssindia.com

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1: BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND PRINCIPLES 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, 2018.

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.

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

Sr. Name of the Entity Country of Effective ownership


No. Incorporation in % either directly or
through subsidiaries
1 Atrevido Research and Consultants Private Limited India 100% (Directly)
(Earlier known as Emtee Research and Consultants
Private Limited) (Previous Year - 100%)
2 Majestic Research Services Asia Pte Limited Singapore 100% (Directly)
(Earlier Known as Market Probe Asia Pacific Pte

Corporate Overview
Ltd) (Previous Year – NIL)
3 Majestic Research Asia Pacific Pte Ltd. Singapore 100% (Directly)
(Previous Year – NIL)
(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. Name of the Entity Country of Effective ownership in %


No. Incorporation either directly or through
subsidiaries

Notice
1 Scent Analysis Majestic Private Limited* India NIL
*On 28th December, 2016, MRSS transferred its 50% stake and control in Scent Analysis Majestic Private
Limited to Analysis the Scent International Gmbh and its nominee at cost and thus resulting into no profit/
loss on transfer of investment.
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

Statutory Reports
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:

Financial Statements
Fixed assets are stated at cost of acquisition or construction less accumulated depreciation and impairment
loss, if any. The cost of an asset comprises of its purchase price (net of cenvat / duty credits availed wherever
applicable) and any directly attributable cost of bringing the assets to working condition for its intended use.
Expenditure on additions, improvements and renewals is capitalized and expenditure for maintenance and
repairs is charged to profit and loss account. Fixed Assets individually costing Rupees Five thousand or less are
depreciated at 100% over a period of one Year. Intangible asset are stated at acquisition cost less accumulated
amortisation.
C. Depreciation and Amortisation:
In case of Parent Company (Majestic Research Services & Solutions Limited)
The Company has provided for depreciation on fixed assets using written down value (WDV) over the useful
life of the assets as prescribed in Schedule II to the companies Act, 2013 except the following items where
useful lives estimated by the management based on internal technical assessment differ from those provided
in Schedule II to the Companies Act, 2013. Intangible assets are amortized over their estimated useful life on
a straight line basis. Depreciation on asset acquired / sold during the year is provided on pro-rata basis with
reference to the date of installation / put to use in the books or disposal.
i) Computer Software:- Six Years
ii) Eye Tracking (Classified under Plant & Equipments):- Five Years

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In case of Subsidiary Companies


The Company has provided for depreciation on fixed assets using written down value (WDV) over the useful
life of the assets as prescribed in Schedule II to the companies Act, 2013. Intangible assets consist of Android
Application and the same is amortized over its estimated useful life of four years on a straight line basis.
Depreciation and amortisation on asset acquired / sold during the year is provided on pro-rata basis with
reference to the date of installation / put to use in the books or disposal.
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 re assessed and the asset is reflected at recoverable amount subject to a maximum of depreciated
historical cost and is accordingly reversed in the statement of profit and loss.
K. Investments
Long term investments are valued at cost with an appropriate provision for permanent diminution in value, if
any. Investment that is readily realizable and is intended to be held for not more than one year is valued at lower
of cost or realizable value.

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L. Share Issue Expenditure


Expenses incurred in connection with issue of equity shares of the company have been written off against
securities premium received on further issue of shares to public. In case of Subsidiary Company “Atrevido
Research and Consultants Private Limited” preliminary expenditure in connection with incorporation such as
registration charges, stamp duty, etc will be written off over a period of five years equally starting from financial
year ending on 31st March, 2015.
M. Employee Benefits
a) Short-term Employee Benefits

Corporate Overview
All employee benefits payable wholly within twelve months of rendering the service are classified as
short-term employee benefits. Benefits such as salaries, wages and bonus etc., are recognized in the
Statement of Profit & Loss in the period in which the employee renders the related services. Company
had provided provision for gratuity in the financial year 2016-17 including provision for gratuity amounting
to Rs. 8,15,310/- relating to Period 2012-2016. The Provision amount has been taken as per Certified
Actuarial Report.
(b) Long-term Employee Benefits
(i) Defined Contribution Plan
The Company deposits the contributions for provident fund to the appropriate Government authorities
and these contributions are recognized in the Statement of Profit and Loss in the financial year to

Notice
which they relate.
(ii) Defined Benefit Plan
The Company’s gratuity scheme is a defined benefit plan. The present value of The obligation under
such defined plan is determined based on actuarial valuation carried by an independent actuary,
using the Projected Unit Credit Method, which recognizes each period of service as giving rise to

Statutory Reports
additional unit of employee benefit entitlement and measures each unit separately to build up the
final Obligation. The obligation is wholly unfunded and same is measured at the present value of the
estimated future cash flow. Actuarial gains and losses are recognized immediately in the Statement
of Profit and Loss.

Financial Statements

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NOTES TO THE FINANCIAL STATEMENTS


Note : 3 Share Capital (` In Lakhs)

Particulars As at As at
31st March 2018 31st March 2017
Equity Share Capital
Authorised Share Capital
15,000,000 (15,000,000) Equity Share of ` 10/- Each. 1,500.00 1,500.00
1,500.00 1,500.00
Issued, Subscribed and Fully Paid Up Share Capital
10,026,000 (4,998,000) Equity Share of ` 10/- each Issued, subscribed and 1,002.60 499.80
fully paid
TOTAL 1,002.60 499.80

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

Particulars As at As at
31st March 2018 31st March 2017
Equity shares at the beginning of the year (Refer Note 32) 4,998,000 4,122,000
Add: Shares issued during the year 30,000 876,000
Add: Bonus Shares issued during the year 4,998,000 -
Equity Shares at the end of the year 10,026,000 4,998,000
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.
During the financial Year 2017-18, the company has alloted 49,98,000 Equity Shares of ` 10/- each fully paid
up as Bonus Shares in the ratio of 1:1 (i.e one Bonus shares for every share held).
b) Details of shareholders holding more than 5% shares of the aggregate shares in the company

Name of shareholder As at 31 March, 2018 As at 31 March, 2017

No. of Percentage No. of Percentage


Shares Shares

Majestic Market Research Support Services 4,175,000 41.64% 2,087,500 41.77%


Limited

RajendraKumar Sharma 1,828,990 18.24% 914,495 18.30%

Note : 4 Reserve and Surplus (` In Lakhs)

Particulars As at As at
31st March 2018 31st March 2017
1) Surplus in the Statement of Profit and Loss
As Per Last Balance Sheet 721.54 254.70
Add: Profit for the year ended 1,361.26 463.13
Add: 50 % Share of MRSS in JV is sold at cost, thus post this MRSS - 3.71
share in old losses in JV

82 Annual Report 2017-18


Majestic Research Services and Solutions Limited
www.mrssindia.com

NOTES TO THE FINANCIAL STATEMENTS


Particulars As at As at
31st March 2018 31st March 2017
upto 31st March, 2016 as absorbed by MRSS before is treated as profit
now.
Less: Pre Acquisition share in during the year Profit Pretaining to 119.49 -
Acquisition of Company

Corporate Overview
Less: Interim Dividend Paid & Dividend Distribution tax thereon 60.16 -
Closing Balance 1,903.15 721.54
2) Securities Premium Account
As Per Last Balance Sheet 798.00 -
Add:Premium Received on issue of Equity Shares 72.00 911.04
(Refer Notes 3 and 32)
Less: Utilised for issuance of Bonus Shares 499.80 -
Less: Issue Expenses on Issuance of Shares 1.50 113.04

Notice
Closing Balance 368.70 798.00
3) Capital Reserve
As Per Last Balance Sheet - -
Add: On account of acquisition of Singapore company during the year. 727.43 -

Statutory Reports
Closing Balance 727.43 -
TOTAL 2,999.28 1,519.54
Note : 5 Deferred Tax Liabilities /(Assets) (` In Lakhs)

Particulars As at As at
31st March 2018 31st March 2017

Financial Statements
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 (12.70) (13.98)

TOTAL (12.70) (13.98)

Note : 6 Long-term Provisions (` In Lakhs)

Particulars As at As at
31st March 2018 31st March 2017

Provision for Gratuity 11.06 11.06

TOTAL 11.06 11.06

Annual Report 2017-18 83


Majestic Research Services and Solutions Limited
www.mrssindia.com

NOTES TO THE FINANCIAL STATEMENTS


Note : 7 Borrowings (` In Lakhs)

Particulars As at As at
31st March 2018 31st March 2017
A) Long Term Borrowings
Secured - -
Term Loan
From Bank for Purchase of Property 368.00
(Loan Sanctioned- INR 425 Lakhs , Term- 96 Months with
12 months moratorium, Interest Rate- 10.50% P.a)
From EXIM Bank for refinance of acquisition cost 228.00
(Against FD/ Margin Money of Rs 50 Lakhs , Pledge of Shares by
Promoters & Corporate Guarantee of Promoter- MMRSSL) (Loan
Sanctioned- USD 3,83,000, Term- 5 Yrs with 12 months moratorium,
Interest Rate- USD LIBOR (6m) plus 450 bps p.a Payable Quarterly)
Unsecured (Refer Note 34) - -
From Banks & NBFC's 134.95 -
From Body Corporates - -
TOTAL(A) 730.95 -
B) Short Term Borrowings
Secured
Loan Repayable on Demand
Cash Credit Facility From Bank* 198.07 -
*(Secured by Charge On Entire Current Assets of the Company)

Unsecured
From Banks - 32.74
From Related Parties (Refer Note 28) - 2.64
Total (B) 198.07 35.38

TOTAL (A+B) 929.02 35.38

Note: 8 Trade Payables (` In Lakhs)

Particulars As at As at
31st March 2018 31st March 2017

Due to Micro, Small and Medium Enterprises - -

Others 110.34 89.50

TOTAL 110.34 89.50

84 Annual Report 2017-18


Majestic Research Services and Solutions Limited
www.mrssindia.com

NOTES TO THE FINANCIAL STATEMENTS


Note: 9 Other Current Liabilities (` In Lakhs)

Particulars As at As at
31st March 2018 31st March 2017
Creditors for Expenses 40.32 5.34
Payable to Market Probe INC.for acquisition of Subsidiary Co. 198.72
Creditors for Capital Goods - 28.41

Corporate Overview
Provision for Salary 22.30 17.07
Current Maturities of Long term Debt / Loans 225.27
Statutory Dues 102.16 102.66
TOTAL 588.78 153.48
Note : 10 Short-term Provisions (` In Lakhs)

Particulars As at As at
31st March 2018 31st March 2017

Notice
Income Tax Provision (Net of Advance Tax & TDS) 583.80 174.53
Provision for Gratuity 5.13 0.21
TOTAL 588.93 174.74

Statutory Reports
Financial Statements

Annual Report 2017-18 85


NOTES TO THE FINANCIAL STATEMENTS

86
NOTE : 11 FIXED ASSETS (` In Lakhs)

Description of Asset GROSS BLOCK (AT COST) DEPRECIATION / AMORTISATION NET BLOCK
As on Addition Deduction As on Up to Provided Deduction/ Up to As on As on
01.04.2017 during year during year 31.03.2018 01.04.2017 during year Adjustment 31.03.2018 31.03.2018 31.03.2017
I. Tangible Assets

Annual Report 2017-18


-Computer Systems 211.05 27.90 110.98 127.97 201.51 8.03 110.37 99.16 28.80 9.53
-Furniture & Fittings 72.63 43.15 48.65 67.14 61.95 11.11 48.65 24.42 42.72 10.68
-Office Equipments 14.93 - 0.68 14.25 14.27 0.34 0.68 13.93 0.33 0.66
-Plant & Equipments 102.62 - - 102.62 40.85 59.02 - 99.87 2.74 61.77
-Office 183.03 597.38 14.31 766.11 183.03 28.71 13.74 197.99 568.11 -
II. Intangible Assets
- Computer Software 111.74 5.32 49.55 67.51 108.15 4.54 49.39 63.30 4.21 3.60
TOTAL 696.00 673.75 224.16 1,145.59 609.76 111.74 222.83 498.67 646.92 86.24
Previous Year 77.40 61.89 2.59 136.70 51.04 23.94 1.13 73.84 62.86
Notes:
1) As a Prudent Practice, Company has been depreciating full value of assets, though the assets will have residual value and Companies Act, 2013 allows upto
5% to be retained as residual value.
2) Opening Balances of Fixed Assets Incudes figures pretaining to Singapore acquired subsidiary company also. The details are:- Opening Balance of Gross Block
as at 01.04.2017- ` 618.6 Lakhs and Opening Balance of Accumulated Depreciation/Amortisation as at 01.04.207- ` 558.72 Lakhs.
www.mrssindia.com
Majestic Research Services and Solutions Limited
Majestic Research Services and Solutions Limited
www.mrssindia.com

NOTES TO THE FINANCIAL STATEMENTS


Note : 12 Other Non-Current Assets (` In Lakhs)

Particulars As at As at
31st March 2018 31st March 2017
Preliminary Expenditure to the Extent not W/off - 0.05
TOTAL - 0.05

Note : 13 Long Term Loans and Advances (` In Lakhs)

Corporate Overview
Particulars As at As at
31st March 2018 31st March 2017
Unsecured, Considered Good
Advance Income Tax & TDS Credit 0.50 0.62
Security Deposits 13.11 23.55
Tender Fees - 0.03
TOTAL 13.61 24.20

Note : 14 Trade Receivables (` In Lakhs)

Notice
Particulars As at As at
31st March 2018 31st March 2017
Unsecured, Considered Good
Less than Six Months
-Related Party (Refer Note 28) 21.38 24.36

Statutory Reports
-Others 2,475.89 921.08
More than Six Months -
-Related Party - -
-Others 50.25 87.22
TOTAL 2,547.52 1,032.65

Note : 15 Cash and Cash Equivalent (` In Lakhs)

Financial Statements
Particulars As at As at
31st March 2018 31st March 2017
Cash in hand 1.96 0.54
Balances with banks in current account (Refer Note 32) 2,731.41 1,247.16
TOTAL 2,733.37 1,247.70

Note :16 Short-Terms Loans and Advances (` In Lakhs)

Particulars As at As at
31st March 2018 31st March 2017
Unsecured, Considered Good
Advance for Expenses 142.04 97.04
Advance to Related Parties (Refer Note 28) - 2.64
Advance to Others- Body Corporates - -
TOTAL 142.04 99.68

Annual Report 2017-18 87


Majestic Research Services and Solutions Limited
www.mrssindia.com

NOTES TO THE FINANCIAL STATEMENTS


Note :17 Other Current Assets (` In Lakhs)

Particulars As at As at
31st March 2018 31st March 2017
Cenvat Credit 42.66 -
Preliminary Expenses (Refer Note 2) 0.05 0.05
Prepaid Expenses 0.05 0.06
Accured Interest on Fixed Deposit 3.82 1.90
Rental Deposits & Sundry Advances 87.27 -
TOTAL 133.85 2.01
Note : 18 Revenue from Operations (` In Lakhs)

Particulars 2017-18 2016-17


Sales of Services 6,444.95 2,293.04
TOTAL 6,444.95 2,293.04

Note : 19 Other Income (` In Lakhs)

Particulars 2017-18 2016-17


Singapore Government Grant Received 76.17 -
Foreign Exchange Fluctuation Gain 11.10 -
Interest on Loan - 0.31
Interest on Fixed Deposit 4.72 3.23
Other Income 0.52 0.04
Profit on Sale of Fixed Asset - 1.13
TOTAL 92.51 4.71

Note : 20 Direct Expenses (` In Lakhs)

Particulars 2017-18 2016-17

Project Expenses 3,076.92 1,084.17

TOTAL 3,076.92 1,084.17

Note : 21 Employee Benefits Expenses (` In Lakhs)

Particulars 2017-18 2016-17


Salaries, Wages and Bonus (Refer Note 28) 884.72 277.50
Contribution to Provident Fund 55.99 0.55
Staff Welfare Expenses 1.67 0.97
Provision for Gratuity (Refer Note 2) 4.92 11.27
TOTAL 947.31 290.29

88 Annual Report 2017-18


Majestic Research Services and Solutions Limited
www.mrssindia.com

NOTES TO THE FINANCIAL STATEMENTS

Note : 22 Financial Cost (` In Lakhs)

Particulars 2017-18 2016-17


Bank Charges 1.24 0.33
Interest on Cash Credit facility 20.02 13.57
Interest on Property Term Loan 39.62 -

Corporate Overview
Other Interest Expense 0.69 1.41
Loan Processing Fees 7.49 1.14
Interest on Unsecured Loan 22.89 1.65
Interest on Income Tax - 8.47
TOTAL 91.95 26.58

Note : 23 Other Expenses (` In Lakhs)

Particulars 2017-18 2016-17

Notice
Travelling & Conveyance 16.97 12.80
Telephone Charges 11.32 4.85
Printing & Stationery 10.59 2.55
Office Expense 7.97 8.22
Business Promotion & Advertisement Charges 8.92 8.52

Statutory Reports
Legal & Professional Fees 116.91 41.51
Auditors Remuneration (Refer Note 26) 2.09 1.94
Rent 152.93 45.49
Conference & Membership Fees 1.17 0.12
Boarding & Lodging 0.59 0.76
Office & IT Maintenance 38.80 -

Financial Statements
General Repairs & Maintenance 0.29 1.30
Professional Tax Paid - 0.03
Shop & Establishment Expenses - 0.05
Misc. Expenses 2.09 1.31
General & Board Meeting Expenses 2.39 2.15
Electricity Charges 8.25 5.08
Sitting Fees Paid to Directors (Refer Note 28) 0.20 0.30
Rates & Taxes 24.45 4.95
Foreign Exchange Fluctuation 3.29 27.56
Listing & Other Fees Paid to BSE 5.14 0.61
Preliminary Expenditure W/off 0.05 0.05
Insurance 11.21 -
Loss on Sale of Fixed Assets 0.30 -
Other Expenses 66.44 3.05
TOTAL 492.35 173.23

Annual Report 2017-18 89


Majestic Research Services and Solutions Limited
www.mrssindia.com

NOTES TO THE FINANCIAL STATEMENTS


Note : 24 Tax Expenses (` In Lakhs)

Particulars 2017-18 2016-17


Current Tax
Provision For Income Tax 454.65 243.04
Deferred Tax Liability / (Asset)
Related to Depreciation and Amortization Expense 1.28 (6.61)
Note : 25 Earnings Per Share (` In Lakhs)

Particulars 2017-18 2016-17


Profit for the period attributable to Equity Shareholder 1,361.26 463.13
No of weighted average equity shares outstanding during the year 50.06 43.93
Add: Bonus Issue 49.98 49.98
Total No of Equity Shares outstanding during the year 100.04 93.91
Nominal Value of Equity Share (In `) 10.00 10.00
Basic and Diluted Earning Per Share (In `) 13.61 4.93
26. Auditors Remuneration includes: (` In Lakhs)

Particulars 2017-18 2016-17


Statutory Audit fees 1.44 1.29
Tax audit fees 0.65 0.65
27. Details of Related Parties and Key Management Personnel where transaction have taken place during
the Year:

Description of Relationship Names of Related Parties

Holding Company / Parent Company Majestic Market Research Support Services Limited

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

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

Enterprises in which KMP have M/s Smart Spaces.


significant influence.

*Company had entered into a share subscription agreement on July 21, 2017 with Market Probe INC( Seller) for
acquisition of 12,50,000 ordinary shares comprising 100% shareholding of Market Probe Asia Pte Ltd (MRAP)
consequent to this MRAP becomes wholly owned subsidiary of Majestic Research Services and Solutions
Limited and further with effect from November 08, 2017, the name of the Company’s wholly owned subsidiary
has been changed from Market Probe Asia Pte Ltd to Majestic Research Services Asia Pte Ltd.

90 Annual Report 2017-18


Majestic Research Services and Solutions Limited
www.mrssindia.com

NOTES TO THE FINANCIAL STATEMENTS


28. Transactions with Related Parties
(` In Lakhs)

Name Relationship Country Nature of Holding as Amount of Holding Amount of


Transaction at 31-03- transaction as at 31- transaction
2018 (in %) in 2017-18 03-2017 in 2016-17
(in %)
Emtee Research Subsidiary India Investment 100 NIL 100 NIL

Corporate Overview
& Consultants
Private Limited
Scent Analysis Joint Venture India Divestment NIL NIL NIL (0.50)
Majestic Private
Limited *
Majestic Subsidiary Singapore Investment 100 308.41 NIL NIL
Research
Services Asia
Pte Limited

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

Name Relationship Nature of Amount of Amount Amount of Amount

Statutory Reports
transaction transaction outstanding as transaction outstanding
in 2017-18 at 31-03-2018 in 2016-17 as at 31-
(payable)/ 03-2017
receivable (payable)/
receivable
Sarang Managing Remuneration 55.20 55.20
Panchal Director Reimbursement 1.08 (3.50) 1.28 (4.60)
of Expenses*

Financial Statements
Rajendra Whole Time Remuneration 15.00 15.00
Sharma Director Reimbursement - (1.67) - -
of Expenses
Majestic Parent Loan Given - -
Market Company Loan Received 20.55 24.43
Research 21.38 24.36
Support Loan Repayment 20.55 24.43
Services Ltd Sales 56.15 73.01
Kajal Sudani Company Salary 4.05 (0.45) 0.74 (0.25)
Secretary
Rajesh Independent Sitting Fees 0.20 - 0.30 -
Oberoi Director
*Company has reimbursed staff welfare expenses to Mr. Sarang Panchal as incurred by him on behalf of the company.
29. 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.

Annual Report 2017-18 91


Majestic Research Services and Solutions Limited
www.mrssindia.com

NOTES TO THE FINANCIAL STATEMENTS


(` In Lakhs)

Sr. Particulars Current Year Previous Year


No. 2017-18 2016-17
1 Segment Revenue
- Domestic Sales 4,487.24 1,409.98
- Export Sales 1,957.71 883.06
Total 6,444.95 2,293.04
2 Segment Results Profit / (Loss) before Tax and Interest*
- Domestic 2,396.80 732.65
- Export 971.23 476.22
Total 3,368.03 1,208.87
Less : Interest Expenses (Not Related to Segment) 91.95 26.58
Less: Other unallocable expenditure net of income* 1,458.89 482.75
Profit /(Loss) before Tax 1,817.19 699.55
3 Capital Employed (Segment Assets-Segment Liabilities)
- Domestic 1,693.64 661.36
- Export 853.88 371.29
Total 2,547.52 1,032.65
Unallocated 1,454.36 986.68
* 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.
30. C.I.F. Value of imports, expenditure and earnings in foreign currency
(` In Lakhs)

Particulars Current Year Previous Year


2017-18 2016-17
CIF value of imports
Raw material - -
Traded goods - -
TOTAL - -
B. Expenditure in Foreign Currency
i) Project Expenses 14.80 42.64
C. Earnings in Foreign Currency
i) F.O.B. value of exports 1,957.71 883.06
31. Disclosure in respect of Jointly Controlled Entity (Joint Venture)
In compliance with Accounting Standard 27 on “Financial Reporting of interest in Joint Venture”, the group
share of each of the assets, liabilities, incomes and expenses, etc. in respect of jointly controlled entity is as
follow

Name of Joint Ventures Country of Proportion of Ownership Interest


Incorporation
Scent Analysis Majestic Private Limited* India 0%

92 Annual Report 2017-18


Majestic Research Services and Solutions Limited
www.mrssindia.com

NOTES TO THE FINANCIAL STATEMENTS


Group Share of Interest in Joint Venture
(` In Lakhs)

Particulars Current Year Previous Year


2017-18 2016-17
Assets NA NA
Liabilities NA NA

Corporate Overview
Incomes NA NA
Expenses NA NA
Capital Commitments NA NA
Other Commitments NA NA

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

Notice
32. During the Financial Year 2016-17, the company had raised ` 998.64 Lakhs through Further Public Issue
(FPO) by way of further issue of 8,76,000 Equity Shares of face value of ` 10/- each for cash at ` 114/- per
share (including share premium of ` 104/- per share). The Purpose of the FPO and its actual utilisation as at
31st March, 2018 is mentioned as under.
(` in Lakhs)

Statutory Reports
Particulars Proposed Utilisation Actual Utilisation
Working Capital 470.00 470.00
Purchase of New Corporate office 180.00 160.00
Civil Work and Interior Expenses 80.00 42.38
General Corporate Purpose 178.64 178.64
Issue Expenses 90.00 90.00

Financial Statements
Total 998.64 941.02
Unutilised/Unspent Amount as at 31st March, 2018 is Kept in Bank as below

Particulars ` in Lakhs
Fixed Deposit with Banks 34.00
Amount Available at Current Account of Company 23.62
Total 57.62

Further during the FY 2017-18, the Company has issued and alloted 30,000 Equity Shares of ` 10/- each on
preferential basis to Mr. Sarang Panchal (Managing Director of the Co) at a Price of ` 250/- per share (including
share premium of ` 240/- per share) and the proceeds from the preferential issue has been utilised for the
object as stated in the explanatory statement to the Notice for the Annual General Meeting held on September
25, 2017.
There is no deviation/variation of FPO Proceeds and Preferential Procceds from the objects as stated above.

Annual Report 2017-18 93


Majestic Research Services and Solutions Limited
www.mrssindia.com

NOTES TO THE FINANCIAL STATEMENTS


33. Additional Information as required under Schedule III to the companies Act, 2013.
(` In Lakhs)

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


Particulars % of Amount (`) % of Amount (`)
Consolidated Consolidated
Net Assets Profit / (Loss)
Parent
Majestic Research Services & Solutions 78.16 3128.02 80.50 1095.69
Limited
Indian Subsidiary
Atrevido Research and Consultants Private (0.01) (0.62) (0.02) (0.35)
Limited (Earlier Known as Emtee Research
and Consultants Private Limited) (wholly
owned subsidiary)
Foreign Subsidiary
Majestic Research Services Asia Pte Limited 21.85 874.48 19.52 265.92
(Earlier Known as Market Probe Asia Pacific
Pte Ltd) (wholly owned subsidiary)
TOTAL 100.00 4001.88 100.00 1361.26
*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.
34. Details of Unsecured Loans taken from Banks & NBFC’s are mentioned as below

Name of Lender Loan Sanctioned EMI Pm (Rs in Interest Rate Tenure Loan O/s as at
(Rs in Lakhs) Lakhs) (in %) P.a (in months) 31st March 2018
(Rs in Lakhs)
IndusInd Bank 35.00 1.27 18.50% 36 22.69
Magma Fincorp 61.96 3.12 19.00% 24 37.11
Aditya Birla 50.00 3.20 18.50% 18 37.46
Tata Capital 45.00 2.25 18.00% 24 38.57
Capital First Ltd 51.00 1.86 18.50% 36 46.62
Bajaj Finance 35.63 0.58 19.50% 96 33.33
IVL Finance Ltd 50.00 1.83 19.00% 36 46.82
India infoline 50.00 4.62 19.50% 12 42.32
35. Figures for the previous year have been regrouped / reclassified / reinstated, wherever considered necessary
and also figures pertaining to the subsidiaries have been recast / reclassified wherever necessary in order to
bring them in line with parent company financial statements.

As per our report of even date


FOR R T JAIN & CO LLP For and on behalf of the Board
CHARTERED ACCOUNTANTS
(FRN NO. 103961W/W100182)

CA BANKIM JAIN Sarang Panchal Rajendra Sharma Kajal Sudani


PARTNER (Managing Director) (Whole Time Director) (Company Secretary)
M No-139447 (DIN: 00046744) (DIN: 06879460) M.No. A45271

Mumbai, 26th May, 2018

94 Annual Report 2017-18


Majestic Research Services and Solutions Limited
CIN: L72200KA2012PLC063818
Registered office: 2nd Floor, Kalpak Arcade, No. 46/17, Church Street, Bangalore – 560001.
Corporate Office: . No. C-509, 5th Floor, Kanakia Zillion, Gateway to BKC, LBS Marg, Kurla West, Mumbai – 400070.

ATTENDANCE SLIP

RECORD OF ATTENDENCE 6TH ANNUAL GENERAL MEETING, HELD ON FRIDAY, 28TH SEPTEMBER,
2018 AT 4.00 P.M. AT REGENTA INN - NO. 15 DOWN TON PARK, SADAHALLI ROAD & GATE, BANGALORE
INTERNATIONAL AIRPORT ROAD, NEXT TO ITC FACTORY, BENGALURU, KARNATAKA - 562157.

Members’ Name and


Address details

Regd. Folio No. / DP ID

Client ID/Ben.A/C

No. of shares held

I certify that I am a registered Shareholder/proxy for the registered Shareholder of the Company and hereby record
my presence at the 6th Annual General Meeting of the Company held on Friday, 28th September, 2018 at 4.00 P.M.
at Regenta Inn - No. 15 Down Ton Park, Sadahalli Road & Gate, Bangalore international Airport Road, Next to ITC
Factory, Bengaluru, Karnataka - 562157

__________________________________ _____________________________
Member’s/Proxy’s name in Block Letters Member’s/Proxy’s Signature

Note: Please fill this attendance slip and hand it over at the entrance of the hall.
Form No. MGT-11
PROXY 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 Limited


CIN: L72200KA2012PLC063818

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

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

Name of the member (s) :

Registered address :

E-mail Id :

Folio No / Client ID :

DP ID :

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

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

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

2. Name: ……………………………………… Address: ……………………………………………………………………

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

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

E-mail Id: …………………………………..Signature:…………………………………………………........................

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 6th Annual General Meeting
of the Company, to be held on the Friday, 28th September, 2018 at 4.00 P.M. at Regenta Inn - No. 15 Down

Ton Park, Sadahalli Road & Gate, Bangalore international Airport Road, Next to ITC Factory, Bengaluru,
Karnataka - 562157 and at any adjournment thereof in respect of such Resolutions as are indicated below:
Resolution No. Vote (Optional, see Note 2)
[Please put a (P) mark
or please mention no. of
shares]
Ordinary Business: For Against
1. Adoption of Audited Financial Statement for the Financial Year ended
31st March, 2018
2. Re- appointment of Director retire by rotation
3. Fix the Remuneration of Statutory Auditor
Special Business:
4. Appointment of Ms. Ritu Gupta (DIN: 08037643) as an Independent / Women
Director of the Company
5. Regularisation of Additional Director Mr. Daniel Foreman (Din: 08183190) as
the Executive Director of the Company

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


Affix a ` 1
Revenue
Stamp

_________________________ ______________________________
Signature of Shareholder Signature of Proxy holder(s)

Note:
1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office
of the Company, not less than 48 hours before the commencement of the Meeting.
2. It is optional to indicate your preference. If you leave the “for” or “against” column blank against any or all
of the resolutions, your proxy will be entitled to vote in the manner as he / she may deemed appropriate.
NOTES
NOTES
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