majestic research services - mrss india · st india’s 1 & only listed market research company...

St

India’s 1 & Only Listed

Market Research Company

MRSSlndiacomA Majestic MRSS company

‘FutureProof The Enterprise’

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 Research Services and Solutions Ltd.

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 : [email protected] Web site : www.mrssindia.com

CIN No. : L72200KA2012PLC063818 An ISO Company

Entrepreneur I MSME Number - 27222202663

6 Annual Report 2017-2018th

Corporate Of�ice

Registered of�ice2 �loor, Kalpak Arcde, No.46/17,Church Street,Bangalore-560001

‘FutureProof The Enterprise’

Majestic Research Services and Solutions Limited

Majestic Research Services and Solutions Limitedwww.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


2 Annual Report 2017-18

BOARD OF DIRECTORS

CHAIRMAN AND WHOLE TIME DIRECTOR

Mr. Rajendra Kumar Sharma

MANAGING DIRECTOR

Mr. Sarang Jayant Panchal

INDEPENDENT DIRECTORS

Mr. Rupesh Pandurang Bhujbal

Mr. Rajesh Dharambir Oberoi

Ms. Ritu Gupta

(appointed w.e.f 29th Dec, 2017)

Ms. Shwetambari Rao

(appointed w.e.f 10th May, 2017 and

resigned w.e.f. 09th Nov, 2017)

Ms. Praimvada Princeton

(resigned w.e.f. 10th May, 2017)

CHIEF FINANCIAL OFFICER

Mr. Rajendra Kumar Sharma

COMPANY SECRETARY

Ms. Kajal Sudani

INVESTOR RELATIONS

Ms. Kajal Sudani

Tel. No. 022-26527276

Email Id: [email protected]

CORPORATE INFORMATION

REGISTERED OFFICE

Majestic Research Services and

Solutions Limited CIN: U72200KA2012PLC063818 2nd Floor, Kalpak Arcade,

No. 46/17, Church Street

Bangalore – 560001

CORPORATE OFFICE

C-509, 5th Floor,

Kanakia Zillion,

LBS Marg, Kurla West, Mumbai - 400070.

BANKERS

Axis Bank Limited ICICI Bank Limited HDFC Bank Limited

REGISTRAR & TRANSFER AGENT

Bigshare Services Private Limited 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol,

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

AUDITORS

M/s. R.T. Jain & Company,

Mumbai.


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3Annual Report 2017-18

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

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.

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

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

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.

Mr. Rajendra Kumar Sharma -

Chairman and Whole Time Director



OUR BUSINESS

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

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

Company’s registered office is situated at 2nd Floor Kalpak Arcade, No. 46/70 Churchstreet Bangalore 560001 and corporate office is situated at C-509, 5th Floor, Kanakia Zillion,

L.B.S. Marg, Kurla (West), Mumbai – 400070 India.

The Company is the promoter of Majestic Market

Research Support Services Limited. Parent Company has presence in countries of Middle East and Asia Pacific region.

MRSS India offers a broad suite of customized solutions that cater to business at various stages of product

development or launch cross the product life cycle.

The Company focuses on market research, advertising

research, brand research and consumer research, but

also offers an array of other research services to assist

companies in developing more successful products and

stronger brands. From pre-production market sizing to post-product launch monitoring, MRSS India has the

appropriate resources and regional expertise to provide

tailored solutions for its clients.

We provide actionable insights to our clients and assist them in making better strategic decisions in their respective

lines of business. The Company is professionally

managed, with a Board of Directors comprising of three

independent directors and two executive directors which

are experienced in the business of the Company. We strive for the following values:

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

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

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

clients


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

1. DefineResearchObjective:

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

2. Study Design:

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

3. Data Collection:

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

4. Analysis & Reporting:

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

OUR RESEARCH APPROACH AND BUSINESS PROCESS

STUDY DESIGN

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

milestones• Establish internal and

external communication protocols

• Identify project execution team

ANALYSIS & REPORTING

• Tactical and strategic reporting

• Highly flexible Web-based reporting interface

• Dynamic real-time reporting• Multi format original data

delivery • Executive summaries

presenting key insights and recommendations

• Solutions to address all issues

• Advanced analytics solution• Dashboard Reports

DATA COLLECTION

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

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

FG• Intermediate reporting of

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

Recognition• Neuro

DEFINE RESEARCH

OBJECTIVE

• Understanding Business needs

• Translating into Research objective

• Information Areas• Defining critical metrics for

study

Customized

Research

Solutions

Business

Objective



OUR SPECTRUM OF INNOVATIVE RESEARCH

TOOLS

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

1. Vision Critical Insight Community

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

2. Eye Tracker

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

3. SMSBasedSurvey We offer SMS based surveys on handheld devices.

Conduct surveys on mobile devices across locations. Instant data collection report. Collate and analyze data in real-time.

4. Perception Analyzer

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

5. Sensorial MR

Sensory branding is a type of marketing that appeals to all the senses in relation to the brand. It uses the senses to relate with customers on an emotional level. Brands can forge emotional associations in the customers’ minds by appealing to their senses. A multi-sensory brand experience

generates certain beliefs, feelings, thoughts and opinions to create a brand image in the consumer’s mind

6. Market Research Online Communities

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

7. Neuromarketing

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

8. Indoor Audience Management

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

9. OnlineSurvey: In the online surveys, the respondents are able to

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


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they are relatively cost effective, quick turnaround and highly customizable.

10. CATI and CAPI

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

11. DigitalBehaviortracking Software is developed that offers passive tracking

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

12. Social Media Insights & Analytics

Social media is unavoidable nowadays. This is especially true if you are a brand and your intention is to leave a mark with your consumers for better product/service recall, communication, retention, product/service launch, complaints handling etc. In short, if you want to succeed in the current market, you cannot avoid social media as a brand or a company.

Social media platforms like Twitter, Snapchat, Instagram, Facebook are the treasure trove of consumer data. Even though due to recent events, Facebook has refrained all data monitoring, the others are still available. Analyzing those help the marketers create robust market strategies.

Basically, SM insights help to see who the followers are and what they like. It helps to improve the content and determine the best times to post. By keeping track of social insights, brand can see what content is working. Brand can replicate and promote it to keep brand audience engaged.

As a thumb-rule, the strategy created should unify all the channels as a homogeneous group and not as stand-alone platforms. Understanding the reach, engagement and sentiment trends creates

and maintains a brilliant brand reputation. These are pulled up from all these channels and studied thoroughly.

Our expertise lies in harnessing the power of Social Media through strong understanding of social platforms and in-depth knowledge of tools & proprietary databases. By analysing data, we help brands to learn a lot about their customers, their potential customers, and their business by examining social insights.

We expertise in creation of social media listening/monitoring strategy, configuration of the social media solutions, implementation of reporting methodology, training the on-site client team, and Social Media Reporting with in-depth analysis to produce actionable insights together with overseeing any social media issues.

We help brands to identify their strengths & weaknesses, improve engagement efforts, measure brand health and track marketing campaigns through social media insights

13. Facial Recognition

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

14. Virtual Reality

Virtual Reality methodology is one of the key strategies provided by Market Researcher to get better result from target Audience. Instead of simply observing consumers behave, companies want to know reason behind every decision. Virtual Reality presents businesses with an opportunity to study their audience in greater depth than ever before in a cost-effective manner.

15 Social Research

We are also involved in many social research practices. Social Research practices provide research services to statutory, Government, academic charitable and voluntary bodies.Social research is based on logic and empirical observations. Social research attempts to create or validate theories through data collection and data analysis. In this area we focused on various social issues like gender inequality and education, child labour etc. the survey contains a core module covering age, gender , social class, ethnicity, political affiliation, sexual orientation, community background etc.



BROAD SUITE OF END-TO-END RESEARCH SERVICE OFFERINGS

OVERVIEW OF OUR BUSINESS MODEL

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

We generate new clients by a variety of methods including:

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

MRSS India preparesPresentation/proposal consisting of:

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

Word of mouth

Its brand name in the market

Targeted pitching to short listed potential clients

Regular participation in events

Design & methodology of study

Study

Project Costing

Study Duration

Reduction in Risk Management

Some Advance payment upfront

Remaining on project completion with credit period as per industry norms


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SECTORS IN WHICH THE COMPANY SERVES

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

Health CareInformation

Technology

Consumer

DurablesFMCG Pharmaceutical

Media Aviation Automobile Agriculture

Telecom Government Social Research

BFSI



OUR COMPETITIVE STRENGTHS

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

Strategic Marketing

Consultancy

Innovative Technology

Specialists with industry/sector

knowledge

Unique Knowledge

Management System

Multi Country Research Capability

Only listed Company in

market research

Senior researchers in the

industry

Categorized as SME

1. InnovativeTechnology:

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

2. Specialists with industry/sector knowledge:

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

3. Unique Knowledge Management System:

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


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4. Senior researchers in the industry:

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

5. Multi-Countryresearchcapability:

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

6. Strategic Marketing Consultancy:

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

7. Categorized as SME:

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

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

ü No Ernest Money Deposit for bidding in government orders

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

8. Only Listed Company in Market Research:

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



STRATEGIC PARTERHIPS

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

As an official Certified Partner, Majestic has access to Vision Critical’s suite of tools including its benchmark software Sparq™, the most advanced and widely used online community panel platform in the world. Sparq™ platform enables regular feedback from customers via interactive surveys and allows them to listen to what customers are saying. This functionality means that key business questions can be answered in hours or days, rather than weeks.

Curious Analytics software monitors system level behavior passively on IOS and Android devices. What apps are used? How long are they used? Where are they used? This tool helps one make data driven decisions about mobile strategy, tactics, and products. This is the best way to assess the frequency and usage of various applications on a respondent’s phone without reading personal and confidential information.

Eye tracking has become an extremely powerful tool in market research. Knowing what people see and - more important - what they miss is the key to an effective marketing campaign which turns people into buyers. Eye tracking allows us to stop guessing and use the unique features to get proof into people’s attention and behavior. Eye tracking solutions are used in a wide variety of different research fields – from commercial usability and market research studies to scientific psychology and vision research. MRSS India offers remote and wearable tracking solutions.

India Briefing is a part of Asia Briefing’s portfolio that is dedicated to cover investment, business, legal, tax and HR updates relevant for foreign investors in India. Its technical publications concerning business and investment improve the understanding and transparency of investing across India and Asia. Established in 1999, Asia Briefing Ltd has been providing individuals and enterprises with the latest business and regulatory news and expert commentary on conducting business in emerging 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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It is a Sensory Software Suite that allows collecting data using web technology. All types of sensory tests for eg. Triangle Test, Acceptance Test, Descriptive Panel Test can be done using this software. One can create projects, surveys, and analyses in RedJade and share that information with partners around the globe and have them collect the data. It also gives Multiple Language Support as the survey can be created in one language and deployed in any other language. Results can be viewed live as the testing happens in any part of the globe.

Perception Analyzer Online is a full-featured online survey platform that reimagined Dialsmith’s offline Perception Analyzer methodology to allow for continuous online feedback to video material. The result is a more engaging and in-depth respondent experience combined with powerful analytic tools such as Moment-to-Moment video overlays and full data export for deeper analysis.

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

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



NOTICE

NOTICE is hereby given that the 6th Annual General

Meeting of the Members of Majestic Research Services

and Solutions Limited will be 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 to transact the following

Business:

ORDINARY BUSINESS:

1. To receive, consider and adopt:

a) the Audited Financial Statements of the

Company for the financial year ended March 31, 2018 together with the Report of the Board

of Directors and Auditors thereon; and

b) the Audited Consolidated Financial Statements

of the Company for the financial year ended March 31, 2018 together with the report of the

Auditors thereon.

2. To appoint a Director in place of Mr. Rajendra Kumar

Sharma – Whole-Time Director (DIN: 06879460), who retires by rotation in terms of section 152(6) of

the Companies Act, 2013 and, being eligible, offers

himself for re-appointment.

3. To fix the remuneration of the Statutory Auditors for the F.Y 2018-19 and in this connection, to

consider and if thought fit, to pass with or without modification, the following resolution as Ordinary

Resolution:

“RESOLVED THAT pursuant to the provisions of

Section 142 and other applicable provisions, if any,

of the Companies Act, 2013 and the Rules made

thereunder, (including any statutory modification(s) or any amendment(s) thereto, or any substitution(s)

or re-enactment(s) made thereof, for the time

being in force), the remuneration of M/s .R. T.

Jain & Co. LLP, Chartered Accountants, (Firm Reg. no. 103961W/W100182), as Statutory Auditors of the Company for the F.Y 2018-19 be

such as recommended by the Audit Committee

and approved by the Board of Directors of the

Company, apart from reimbursement of out of

pocket expenses as may be incurred by them for

the purpose of audit.”

SPECIAL BUSINESS:

4. Appointment of Ms. Ritu Gupta (DIN: 08037643)

as an Independent Director of the Company.

To consider and if thought fit, to pass with or without modification, the following resolution as Ordinary

Resolution:

“RESOLVED THAT, pursuant to the provisions

of sections 149, 150, 152 and other applicable

provisions of the Companies Act, 2013 and the

Rules made there under read with Schedule IV to

the Companies Act, 2013 (including any statutory

modification(s)or re-enactment thereof for the time being in force) and applicable regulations of SEBI

(Listing Obligations & Disclosure Requirements), Regulations, 2015, Ms. Ritu Gupta, (DIN:

08037643), who was appointed as an Additional

Director in the capacity of Independent Director of

the Company w.e.f. 29th December, 2017 by the

Board of Directors pursuant to Section 161 of the

Act and as recommended by the Nomination and

Remuneration Committee and who holds office only upto the date of this Annual General Meeting

of the Company and in respect of whom the

Company has received a notice in writing from a

Member proposing his candidature for the office of Independent Director, be and is hereby appointed

as an Non-Executive Independent Director of the

Company, for a period of five years starting from 29th December, 2017 to 28th December, 2022 and

she will not be liable to retire by rotation.”

“RESOLVED FURTHER THAT any Director of the

Company be and is hereby authorized jointly and severally to do all such acts and things as may be

necessary and expedient to give effect to the above

resolution on behalf of the Company.”

5. Regularisation of Additional Director Mr. Daniel

Foreman (Din: 08183190) as the ExecutiveDirector of the Company:

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

“RESOLVED THAT pursuant to the provisions

of sections 152, 196, 197 and other applicable

provisions of the Companies Act, 2013 and the

Rules made there under read with Schedule V to



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the Companies Act, 2013 (including any statutory

modification(s)or re-enactment thereof for the time being in force) read with Articles of Associations of

the Company and applicable regulations of SEBI

(Listing Obligations & Disclosure Requirements), Regulations, 2015, Mr. Daniel Foreman, (DIN:

08183190), who was appointed as an Additional

Director in the capacity of Executive Director of

the Company on July 27, 2018 by the Board of

Directors pursuant to Section 196, 161 and other

applicable provisions of Companies Act, 2013

and who holds office upto the date of this Annual

General Meeting of the Company be and is hereby

appointed and as an Executive Director of the

Company, subject to the approval of the Central

Government, for a period of five years starting from 27th July, 2018 to 26th July, 2023 on the following

terms and conditions –

i) Remuneration:

Gross salary shall be 11,000 per month

(Rupees Eleven Thousand only) subject to

review on year on year basis at the discretion

of Board;

The above salary includes Basic Salary,

House Rent Allowances, Conveyance,

Medical Reimbursement, etc.

ii) Perquisites

Perquisites as per details given below:-

a. Contribution to Provident Fund as per

the Company’s rules and applicable

provisions of the relevant statutes;

b. Reimbursement of actual travelling

incurred on behalf of the Company.

iii) Minimum Remuneration:

The above remuneration (including

perquisites) shall be paid to Mr. Daniel

Foreman as the minimum remuneration in the

event of absence or inadequacy of profits in any financial year of the Company.

Other terms and conditions:

a. He shall not be paid any sitting fees for

attending Board/ Committee Meetings.

b. He shall not become interested or otherwise

concerned directly or through his wife and/or

minor children in any selling agency without

prior approval of the Central Government.

c. The appointment may be terminated by the

Company or by Mr. Daniel Foreman by giving

not less than one months’ prior notice in

writing.

“RESOLVED FURTHER THAT any Director of the

Company be and is hereby authorized jointly and severally to do all such acts and things as may be

necessary and expedient to give effect to the above

resolution on behalf of the Company.”

By Order of the Board of Directors

For MajesticResearchServicesand Solutions Limited

Kajal Sudani

Company Secretary

(M. No. A45271)

Place:Mumbai,Date: 24th August, 2018

Registeredoffice:2nd Floor, Kalpak Arcade,

No. 46/17, Church Street,

Bangalore – 560001



NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE

IS ENTITLED TO APPOINT PROXY(S) TO

ATTEND AND VOTE INSTEAD OF HIMSELF

AND PROXY(S) NEED NOT TO BE A MEMBER

OFTHECOMPANY.Pursuanttotheprovisionsof Section 105 of the Companies Act, 2013, a

personcanactasaproxyonbehalfofnotmorethan fifty members and holding in aggregatenot more than ten percent of the total Share

Capital of the Company. Members holdingmore than ten percent of total Share Capital

of the Company may appoint a single person

as proxy, who shall not act as a proxy for

any other Member. The Instrument of Proxy,in order to be effective, should be depositedat the registered office of the Company, dulycompleted and signed, not later than 48 hours before the commencement of the meeting. A proxy Form is annexed to this notice. Proxies submitted on behalf of Limited Companies, Societies, etc., must be supported by an appropriate resolution/ authority, as applicable. Applicable revenue stamp to be affixed on the proxy form.

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

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

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

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

6. Shareholders are requested to tender their Attendance Slips at the registration counters at the venue of the AGM and seek registration before entering the Meeting Hall. In order to enable us to register your attendance at the venue of the Annual General Meeting, we request you to bring your folio number/demat account number/DP ID-Client ID to

enable us to give you a duly filled attendance slip for your signature and participation at the meeting.

7. Members are requested to bring Annual Report 2017- 18 along with them to the Annual General Meeting, since extra copies will not be supplied at the Meeting.

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

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

10. The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed in the 3rd Annual General Meeting.

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

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

13. The Notice of the Annual General Meeting along

with the Annual Report 2017-18 is being sent to

those who are members of the Company as on

August 24, 2018 (Cut –Off Date) by electronic

mode to those Members whose email addresses

are registered with Company/ Depositories, unless

any member has requested for a physical copy of

the same. For Members who have not registered

their e-mail addresses physical copies are being

sent by the permitted mode. A copy of the Notice

of Annual General Meeting along with the Annual



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Report is also available for download on website of

the Company www.mrssindia.com. To support the

‘Green initiative’ Members who have not registered

their email addresses are requested to register

the same with Company’s Registrar and Transfer

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

14. All the Members are requested to

i. Intimate immediately any changes in their

address to Company’ Registrar and Share

Transfer Agent, details of whom are provided

below -

M/sBigshareServicesPrivateLimited

1st Floor, Bharat Tin Works Building,

Opp. Vasant Oasis, Makwana Road, Marol,

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

Tel: 91-022-62638200

E-mail: [email protected],

Website: www.bigShareonline.com

ii. Send all correspondence relating to transfer

and transmission of Shares to Registrar and

Transfer Agent and not to the Company.

iii. Quote their Folio No./ Client ID No. in their

correspondence with the Registrar and Share

Transfer Agent.

iv. Send their queries related to accounts and

operations of the Company at least 10 days

in advance so the required information can be

made available at the meeting.

v. Intimate Registrar and Share Transfer Agent,

M/s Bigshare Services Private Limited for consolidation of folios, in case having more

than one folio.

15. All documents referred to in the accompanying

notice are open for inspection at the Registered

Office (in electronic mode) and Corporate Office of the Company on all working days, except Saturday

and Sunday during working hours.

16. Members holding Shares in dematerialization form are requested to intimate all changes pertaining

to their registered email addresses, bank details,

NECS, mandates, nominations, power of attorney

etc. to their Depository Participants. Changes

intimated to the Depository Participants will then be

automatically reflected in the Company’s records which will help the Company and its Registrar

and Transfer Agent, Bigshare Services Private

Limited, to provide efficient and better services to the Members. Members holding Shares in physical

form are requested to advice such changes to

the Company’s Registrar and Transfer Agents,

Bigshare Services Private Limited.

17. The Securities and Exchange Board of India (SEBI)

has mandated the submission of Permanent

Account Number (PAN) by every participant in

securities market. Members holding shares in

electronic form are, therefore, requested to submit

PAN to their Depository Participants with whom they

are maintaining their demat accounts. Members

holding shares in physical form can submit their

PAN details to the Company/ Registrar & Transfer

Agent.

18. Members holding Shares in physical form are

requested to consider converting their holding to

dematerialized form to eliminate all risks associated with physical Shares and for ease of portfolio

management. Members can contact the Company’s

Registrar and Transfer Agents, Bigshare Services

Private Limited for assistance in this regard.

19. The Register of Members and Share Transfer

Books of the Company will remain closed from

Tuesday, 25th September, 2018 to Friday, 28th

September, 2018 (both days inclusive) for purpose

of Annual General Meeting.

20. Pursuant to the prohibition imposed vide Secretarial

Standard on General Meetings (SS-2) issued by

the ICSI and the MCA circular, no gifts/coupons

shall be distributed at the Meeting.

21. Company is exempted from conducting E – Voting

vide Rule 20(2) of Companies (Management and

Administration) Rule, 2014, as amended from time

to time. So voting will be conducted by means of

ballot paper at the Annual General Meeting.

22. Only bonafide members of the Company whose names appear on the Register of Members/Proxy

holders, in possession of valid attendance slips

duly filled and signed will be permitted to attend the meeting. The Company reserves its right to take all

steps as may be deemed necessary to restrict non-

members from attending the meeting.



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

Date of Birth 17th April, 1973 27th February, 1972 10th March, 1974

Date of First

Appointment

13th June, 2014 29th December, 2017 27th July, 2018

Qualifications Master of Management Studies (MMS) in Marketing.

Bachelor of Engineering (Electronics & Telecom)

Bachelor of Science specializing in Psychology and pure mathematics.

Profile Rajendra Kumar Sharma has more than 17 years of experience in finance, banking and investments. He is responsible for arranging funds for expansion, monitoring the corporate finance and accounts, ensuring timely completion of internal and statutory audits matters of our Company.

Ritu Gupta has over 17 years of experience in the Information Technology industry, and about 3 years of experience as a software trainer.

Ritu currently works as a Project Lead and Documentation Strategist at Cisco Systems, an American multinational technology conglomerate that develops, manufactures and sells high-technology services and products.

Mr. Daniel Foreman is the resident of United Kingdom. He is a pioneer of emerging technologies and developing markets. His vast work experience has benefitted innumerable companies by bringing them on to the industry map.

He is also the Chairman of Zappistore and Bakamo Social. He served as 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

held in other

companies

1. Atrevido Research And Consultants private Limited

2. Focus Suites Solutions & Services Limited

Nil Nil

Memberships/Chairmanships

of Committees

of other

companies

Nil Nil Nil



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Name Mr. Rajendra Kumar Sharma Ms. Ritu Gupta Mr. Daniel Foreman

Numberof Board

Meetings

attended

during FY

2017-18

9 1 Nil

Relationship

with other

Directors, Key

Managerial

Personnel

Not related to any Director/Key Managerial Personnel



Numberofshares held in

the Company

18,28,990 Nil Nil

NumberofStock Options

Nil Nil Nil

Terms and

Conditions of

appointment/

re-appointment

In terms of Section 152(6) of the Act, Mr. Rajendra Kumar Sharma who was appointed as a Whole-time Director on June 13, 2014 is liable to retire by rotation at the Meeting.

Appointment for a period of 5 years as per the terms and conditions provided in the Companies Act, 2013 and LODR / listing regulations

Appointment for a period of 5 years as per the terms and conditions provided in the Companies Act, 2013 and LODR / listing regulations

Remuneration

last Drawn

(including

sitting fees, if

any)

` 15 Lakhs Nil Nil



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 ofAdditional Director Mr. Daniel Foreman (Din: 08183190) as an ExecutiveDirector 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.



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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 DirectorsFor MajesticResearchServicesand

Solutions Limited

Kajal SudaniCompany Secretary

(M No. A45271)Place:Mumbai,Date: 24th August, 2018



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


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BOARD’S REPORT

DearMembers,

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

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

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

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

2. REVIEW OF OPERATIONS

During the year under review, the Standalone Financial results for the year show a Total Income of `4,636.40 Lakhs compared to ̀ 2,296.62 Lakhs and standalone Net Profit after tax of `1,095.56 Lakhs as compared to `463.07 Lakhs in the previous year and the Consolidated Financial results for the year show Total Income of ̀ 6,537.46 Lakhs compared to `2,297.77 Lakhs and Consolidated Net Profit after tax of `1,361.26 Lakhs compared to `463.13 Lakhs in the previous year.

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

3. DIVIDEND

During the year under review an interim dividend of `0.50 (i.e 5 % post bonus), each per share on 99,96,000 Equity Shares of `10/- each was paid by the Board of Directors of the Company.

The equity dividend outgo for the Financial Year 2017-18, inclusive of tax on distributed profits would be upto `60.16 lakhs.

Your Directors do not propose to transfer any amount to the General Reserve for the financial year ended March 31, 2018.

4. TRANSFER OF UNCLAIMED DIVIDEND TO

INVESTOR EDUCTION AND PROTECTION

FUND

Pursuant to provisions of Section 124 & 125 of the Companies Act, 2013, the company is not required to transfer the amount to the Investor Education and Protection Fund (IEPF) established by the Central Government as the company have declare the Interim Dividend for the first time and there is no unpaid/unclaimed Equity Shares Dividend in FY 2017-2018.

5. CHANGE IN SHARE CAPITAL

i. BONUS SHARES

Pursuant to the recommendation of the Board of Directors at its Meeting held on 29th August, 2017 and approval of the Members of the Company in Annual General Meeting held on 25th September, 2017, your Company has on 13th October, 2017 allotted 49,98,000



Equity Shares of `10 each as fully paid-up

Bonus Shares in the ratio of one Bonus Share

for every one existing Equity Share of the

Company held by the Shareholders as on the

Record Date i.e. 13th October, 2017.

Consequently, the paid-up Equity Share

Capital of the Company increased to

`9,99,60,000 divided into 99,96,000 Ordinary

(Equity) Shares of `10 each, fully paid-up.

ii. PREFERENTIAL ISSUE:

During year under review, the Company had

Issued and allotted 30,000 equity shares of

face value of `10/- each on preferential basis

to Mr. Sarang Panchal (Managing Director

and Promoter) at a price of `250/- per share

(including premium of `240/- per share) on

29th December, 2017 and the same has been

credited in demat account on 9th March, 2018.

Consequent to the aforesaid allotment,

the share capital of the Company stands

increased to `10,02,60,000 divided in

1,00,26,000 equity shares of `10/- each, fully

paid-up.

Additional Information:

The Board of Directors in its Meeting held

on 27th April, 2018 have approved to issue

and allot upto 30,000 equity shares of Face

value of `10/- each on preferential basis to

Mr. Sarang Panchal (Managing Director &

Promoter), at a price of ` 315 (Rupee Three

Hundred Fifteen Only) including premium of

` 305 (Rupee Three Hundred Five only). The

same has been approved by the members

of the Company on 6th June, 2018 through

Postal Ballot.

However due to unfavorable market condition,

the Board has decided not to raise the fund

through proposed preferential Issue for which

the approval of member was taken through

Postal Ballot.

6. USE OF PROCEEDS

i. FURTHER PUBLIC OFFER

The Proceed raised from the Further Public

Issue (FPO) of the Company are in process of

deployment for the purpose of the objects as

stated in the prospectus dated 7th December,

2017. For the detail please refer note 31 to financial statements.

ii. PREFERENTIAL ISSUE

The proceeds from the preferential issue has been utilised for the object as stated in the explanatory statement to the Notice for the Annual General Meeting held on September 25, 2017.

7. MANAGEMENT DISCUSSION & ANALYSIS

REPORTS

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

8. FINANCE

Cash and Bank Balance as at 31st March, 2018 was `2,571.24 Lakhs.

The Company continues to focus on judicious management of its working capital, receivable and other working capital parameters were kept under strict check through continuous monitoring.

9. DEPOSITS

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

10. PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS MADE UNDER SECTION 186 OF

THE COMPANIES ACT, 2013

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

11. INTERNAL CONTROL SYSTEM AND RISK

MANAGEMENT

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


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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) Conservationofenergy

(i) the steps taken or impact on conservation of energy

Company’s operation does not consume significant amount of energy.

(ii) The steps taken by the company for utilizing alternate sources of energy

Not applicable, in view of comments in clause (i)

(iii) the capital investment on energy conservation equipment’s

Not applicable, in view of comments in clause (i)

(b) TechnologyAbsorption:NotApplicable

(i) the effort made towards technology absorption

(ii) the benefits derived like product improvement cost reduction product development or import substitution

(iii) in case of imported technology (important during the last three years reckoned from the beginning of the financial year)(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and Development

(c) Foreign Exchange Earnings and Outgo

(` in Lakhs)

Current Year Previous year

Foreign Exchange earnings (inflow)* 1957.71 883.06

Foreign Exchange outgo (outflow) 14.80 42.64

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

13. INDUSTRIAL RELATION

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

14. DETAILS OF DIRECTORS / KMP / APPOINTED /

RESIGNED DURING THE YEAR:

During the year under review, Ms. Priamvada Princeton resigns as Non-Executive Independent Director with effect from 10th May, 2017 and also ceased to act as Member in various committees of the Company. The Board of Directors wishes to place on record her appreciation for contribution made by her during the tenure as a Non-Executive Independent Director.

Ms. Shwetambari Rao Chandrakant has been appointed as additional Independent Director of the

Company with effect from 10th May, 2017 in place of Ms. Priamvada Princeton and the same has been regularized in the Annual General meeting held on 25th September, 2017.

Ms. Shwetambari Rao Chandrakant has ceased to be the Non-Executive Independent Director with effect from 9th November, 2017 and also ceased to act as Member in various committees of the Company. The Board of Directors expressed its gratitude to Ms. Shwetambari Rao Chandrakant for being the Non-Executive Independent Director of the Company during the said time.

Ms. Ritu Gupta has been appointed as Additional Non-Executive in capacity of Independent Director of the Company with effect from 29th December, 2017 in place of Ms. Shwetambari Rao Chandrakant. The appointment of Ms. Ritu



Gupta is proposed to be confirmed in the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajendra Kumar Sharma – Whole-Time Director (DIN: 06879460) of the Company is liable to retire by rotation in the ensuing Sixth Annual General Meeting and being eligible seeks re-appointment.

15. COMPOSITION OF BOARD AND STATUTORY

COMMITTEES FORMED THEREOF

Board of Directors:

Category Name of Director

Executive and Non Independent Director

Mr. Rajendra Kumar SharmaMr. Sarang Panchal

Non-Executive and Independent Director

Mr. Rupesh BhujbalMr. Rajesh OberoiMs. Priamvada Princeton (upto 10.05.2017)

Ms. Shwetambari Rao Chandrakant(w.e.f. 10.05.2017 and upto

09.11.2017)

Ms. Ritu Gupta (w.e.f. 29.12.2017)

Audit Committee:

Sr.

No.

Name Status in

Committee

1 Rupesh Bhujbal Chairman

2 Priamvada Princeton (upto 10.05.2017)

Member

3 Shwetambari Rao Chandrakant(w.e.f. 10.05.2017 and upto

09.11.2017)

Member

4 Ritu Gupta (w.e.f. 29.12.2017) Member

5 Rajesh Oberoi Member

Nomination And Remuneration Committee:

Sr.

No.

Name Status in

Committee



Member

3 Shwetambari Rao Chandrakant(w.e.f. 10.05.2017 and

upto 09.11.2017)

Member



Stake Holders Relationship Committee:

Sr.

No.

Name Status in

Committee



Member

3 Shwetambari Rao Chandrakant(w.e.f. 10.05.2017 and upto

09.11.2017)

Member



16. DECLARATION OF INDEPENDENT DIRECTORS

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

17. PERFORMANCE EVALUATION OF THE BOARD,

ITS COMMITTEES

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

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

18. MEETINGS OF THE BOARD

Nine meetings of the Board of Directors were held during the year. The intervening gap between the meetings was within the period prescribed under Companies Act, 2013.


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19. DIRECTORS RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as ‘Significant Accounting Policies’ have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

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

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

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

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

20. RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Particulars of contract or arrangements with related parties is annexed herewith in Form AOC 2 as “Annexure - B”

21. SUBSIDIARIES, ASSOCIATES AND JOINT

VENTURE COMPANIES

During the year under review, Majestic Research Services Asia Pte. Ltd [Formerly Known as Market Probe Asia Pacific Pte. Ltd – Name changed w.e.f. 08.11.2017] and Majestic Research Asia Pacific Pte. Ltd became the subsidiary of the your company. The Company has 3 Subsidiaries as on the date of the Report.

1. Atrevido Research and ConsultantsPrivateLimited(ARACPL)

During the year under review, the ARCPL a subisidiary of the company incurred the loss of ` 0.35 Lakhs as compared to `0.06 Lakhs in previous year.

2. MajesticResearchServicesAsiaPte.Ltd[Formerly Known as Market Probe AsiaPacificPte.Ltd](MRSAP)

During the year under review, the MRSAP have achieved a turnover of `2,033.19 and the profit after tax `265.93. MRSAP have become the wholly owned subsidiary as on 21st July, 2017.

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

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

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

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

22. MERGERS, ACQUISITIONS AND DIVESTMENT

The Board of Director at it meeting held on 21st July, 2017, has entered into Share Purchase Agreement (SPA) with Market Probe Inc dated 21st July, 2017 for acquisition of 100% stake in Majestic Research Services Asia Pte. Ltd [Formerly Known as Market Probe Asia Pacific Pte. Ltd] thus making the latter a wholly owned Subsidiary of MRSS India.



The investment of MRSS India lead to the gateway to Asia more specifically in emerging markets like Indonesia, Thailand & Vietnam.

There was no merger or Divestment done by the Company apart from the above mentioned acqusition during the period under review.

23. CODE OF CONDUCT

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

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

24. NOMINATION AND REMUNERATION POLICY

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

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

25. WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

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

The Company has set up an Internal Complaints Committee to redress complaints received

regarding sexual harassment. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. STATUTORY AUDITORS

M/s R T Jain & Co., Chartered Accountants, Mumbai (Firm Registration No. 103961W), who is the Statutory Auditor of your Company, hold office until the conclusion of the Eighth AGM to be held in the year 2020. The Members will be requested, to authorize the Board of Directors to fix their remuneration. In this connection, the attention of the Members is invited to Item No. 2 of the Notice of the ensuing Annual General Meeting.

28. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, the Board had appointed M/s. Anil Hingad & Co., Company Secretaries (C.P No. - 13801) to conduct the Secretarial Audit of the Company for Financial Year ended 31st March, 2018.

The Secretarial Audit Report for the financial year ended March 31, 2018 issued by M/s. Anil Hingad & Co., Company Secretaries forms part of this report and is appended as “Annexure-D”.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

29. INTERNAL AUDITOR

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s. Lalit Parmar and Associates, Chartered Accountants, Mumbai conducted the Internal Audit of the Company for Financial Year 2017-2018. During the year, the Company continued to implement his suggestions and recommendations to improve the control environment. Their scope of works includes, review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

The Audit Committee at its meeting held on 24th August, 2018 recommended to the Board the appointment of M/s. Rishi Sekhri & Associates (Chartered Accountant) as the Internal Auditor of the Company for financial year 2018-19 in place of M/s. Lalit Parmar and Associates. The said proposal for appointment of M/s. Rishi Sekhri & Associates, as the Internal Auditor of the Company was approved by the Board of Directors at its meeting held on the same day.


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30. COST AUDIT

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

31. EXPLANATION OR COMMENTS ON

QUALIFICATIONS, RESERVATIONS OR

ADVERSE REMARKS OR DISCLAIMERS MADE

BY THE AUDITORS AND THE PRACTICING

COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks made by the Auditors in their report except outstanding statutory dues of ` 229.46 Lakhs as on March 31, 2018 for a period of more than six months from the date they became payable. The Board is trying to maintian utmost financial discipline and avoid delay in payment of statuatory dues.

32. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, Extract of the Annual Return in MGT - 9 for the Financial Year ended March 31, 2018 made under the provisions of Section 92(3) of the Act and rule 12(1) of the Companies (Management and Administration) Rules, 2014, is attached as “Annexure C” which forms part of this Report.

33. ANNUAL RETURN

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

34. MATERIAL CHANGES AFFECTING THE

FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the

financial year of the company to which the financial statements related and on the date of this report. During the year under review, the financial position of the company was satisfactory.

35. PARTICULARS OF EMPLOYEES

There was no employee who was employed throughout the year or part thereof and in receipt of remuneration aggregating to ` 1,02,00,000/- p.a or more or who was employed for part of the year and in receipt of remuneration aggregating to `8,50,000/- p.m or more.

PARTICULARS AS PER RULE 5 OF THE

COMPANIES (APPOINTEMENT AND

REMUNERATION OF MANAGERIAL

PERSONNEL) RULES, 2014.

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

36. CORPORATE GOVERNANCE

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

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

Aggregate number ofshareholders and the outstanding shares in the suspense account lying at the beginning of the year

Number of shareholders who approached listed entity for transfer of shares from suspense account during the year

Number of shareholders to whom shares were transferred from suspense account during the year

Aggregate number of shareholders and the outstanding shares in the suspense account

lying at the end of the year

NIL NIL NIL NIL



38. CORPORATE SOCIAL RESPONSIBILITY

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

39. SECRETARIAL STANDARD:

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

40. ACKNOWLEDGEMENTS

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

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

ForandonbehalfoftheBoardofDirectors

Sarang Panchal Rajendra Kumar Sharma

(Managing Director) (Whole-Time Director)DIN: 00046744 DIN: 06879460

Mumbai,24th August, 2018


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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)

Sr.

No.

Particulars FY 2017-2018 FY 2017-2018

1 NameoftheSubsidiary ATREVIDO RESEARCH AND

CONSULTANTS PRIVATE LIMITED

MAJESTIC RESEARCH SERVICES

ASIA PTE LTD (Earlier Known as

MarketProbeAsiaPacificPteLtd)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

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

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 NIL16 % of Shareholding 99.99% 100.00%

1. NameofSubsidiarieswhichareyettocommenceoperations:-1

Sr.

No.

Particulars FY 2017-2018

1 NameoftheSubsidiary 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 NIL12 P/(L) before Tax NIL



Sr.

No.

Particulars FY 2017-2018

13 Provision for Taxation Including Deferred Tax 0

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

2. NameofsubsidiarieswhichhavebeenliquidatedduringtheYear2017-18:-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. NameofJointVentureswhichhavebeenliquidatedduringtheYear2017-18:- NIL


Sarang Panchal

(Managing Director)

DIN: 00046744



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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: NotApplicable

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

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)

Name(s) of the related party

and nature of relationship:

Nature of

contracts/

arrangements/

transactions:

Duration of

the contracts /

arrangements/

transactions:

Salient terms of

the contracts or

arrangements

or transactions

including the

value,ifany:

Date(s) of

approvalbythe Board, if

any:

Amount paid

asadvances

Majestic Market Research Support Services Limited - Promoter Company

Sales On going 56.15 27.04.2017 NIL

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

Wholly-Owned SubsidiaryCompany

Sales On going 208.52 21.06.2017 NIL

Total 264.67


Sarang Panchal

(Managing Director)

DIN: 00046744




“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 L72200KA2012PLC0638182. Registration Date 02/05/2012

3. Name of the Company Majestic Research Services And Solutions Limited4. Category/Sub-category of the Company Company Limited by Shares / Indian Non- Government

Company

5. Address of the Registered office & Contact details

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

6. Whether listed Company Yes

7. Name, Address & contact details of the Registrar & Transfer Agent, if any.

BigshareServicesPrivateLimited

1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai- 400059 (M.H.) Tel No.: +91- 022-62638200 Email: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

Sr.

No.

Name and Description of main

products/servicesNIC Code of the Product /

service%tototalturnoverofthe

Company

1. Market Research 7320 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr.

No.

Name And Address of

the Company

CIN/GLN Holding/Subsidiary/Associate

% of shares

Held

ApplicableSection

1. Atrevido Research And Consultants Private Limited

U74900DL2014PTC270244 Subsidiary 99.99 2(87) (ii)

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

Foreign Company Subsidiary 100.00 2(87) (ii)

3. Majestic Research Asia Pacific Pte. Ltd**

Foreign Company Subsidiary 100.00 2(87) (ii)

* 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.


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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.ofSharesheldatthebeginningoftheyear[Ason01-April-2017]

No. of Shares held at the end of the year

[Ason31-March-2018]% Change

during

the year Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

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)

(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

(A)= (A)(1)+(A)(2)

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

B. PUBLIC SHAREHOLDING

(1) Institutions

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

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

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

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

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

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

(g) Foreign Venture Capital Investor 0 0 0 0 0 0 0 0 0

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

(i) Foreign Portfolio Investors (Corporate)

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

(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) Individualsi) Individual shareholders holding

nominal share capital up to ` 1 lakh10,22,160 4 10,22,160 20.45 15,23,152 8 15,23,160 15.19 (5.26)

ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh

7,36,900 0 7,36,900 14.74 20,87,829 0 20,87,829 20.82 6.08

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)

TotalPublicShareholding(B)=(B)(1)+(B)(2)

19,96,000 4 19,96,004 39.94 39,92,000 8 39,92,008 39.82 (0.12)

C. SharesheldbyCustodianforGDRs & ADRs

0 0 0 0 0 0 0 0 0

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.



B) Shareholding of Promoters

Sr.

No.

Shareholders Name

Shareholdingatthebeginning

of the year

Shareholding at the end

of the year

% change in

shareholding

during the

yearNo. of

shares

% of total

shares

of the

company

% of shares

pledged/

encumberedtototal shares

No. of

shares

% of total

shares

of the

company

% of shares

pledged/

encumberedto total

shares

1. Majestic Market Research Support Services Limited

20,87,500 41.76 1,93,862 41,75,000 41.64 11,43,724 (0.12)

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.

No.

Particulars Shareholding at the

beginningoftheyear (As on April 1, 2017)

Transactions during

the year

CumulativeShareholdingduring the year

(01-04-17 to 31-03-18)

No. of

Shares

% of total

Shares of the

Company

Date of

Transaction

No. of

shares

No. of

shares

% of total

Shares of the

company

1. Majestic Market Research Support

ServicesLimitedAt 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

beginningoftheyear (01-04-17)

Increase/

Decrease in


(01-04-17 to 31-03-18)

Sr.

No.

Name No. of shares % of total

shares of the

company

NumberofShares

% of total

shares of the

Company

1 Sankaranarayanan Sangameswaran

Atthebeginningoftheyear 0 0

Increase In Shareholding during the year (Buying of Shares)

1,36,650 1,36,650

Bonus Allotment on 27.11.2017 68,325 2,04,975

Decrease In Shareholding during the year (Selling of Shares)

(68,325) 1,36,650

At the end of the year 1,36,650 1.36

2 Sanjay Popatlal Jain

Atthebeginningoftheyear 51,900 0.52


62,700 1,14,600



(56,700) 1,13,400


3 Kushal Jayesh Khandwala



70,800 1,11,600



(41,400) 1,11,600


4 Anirudh Mohta



1,50,600 1,50,600



(1,01,391) 1,03,209


5 Rajnikant Mohanlal Shah



1,03,200 1,53,600



(1,00,800) 103,200

At the end of the year 103,200 1.03

6 Mina Mehta




For Each of the Top 10 Shareholders Shareholding at the

beginningoftheyear (01-04-17)

Increase/

Decrease in


(01-04-17 to 31-03-18)

Sr.

No.

Name No. of shares % of total

shares of the

company

NumberofShares

% of total

shares of the

Company


40,000 80,000 -



(40,00) 80,000 -


7 UtsavPramodkumarShrivastavAtthebeginningoftheyear 51,000 0.51


1,02,000 1,53,000



(1,32,000) 72,000


8 Amit Arora



46,000 97,400



(64,600) 63,200


9 SmitaAshvinShahAtthebeginningoftheyear 20,400 0.20


32,400 52,800 -

Bonus Allotment on 27.11.2017 24,600 77,400


(24,600) 52,800


10 PASSAGE TO INDIA MASTER FUND

LIMITED



66,000 66,000

Bonus Allotment on 27.11.2017 20,400 86,400


(34,800) 51,600


Note:Changein%ofshareholdingattheendoftheyearincomparisonwithatthebeginningoftheyearisduetoallotmentofBonusshares on 13thOctober,2017andcreditedinDematAccounton27thOctober,2017.


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E) Shareholding of Directors and Key Managerial Personnel:

Sr.

No.

Shareholding of each

Directors and each Key

Managerial Personnel

Shareholding at the

beginningoftheyearIncrease/

Decrease in

No. of Shares

CumulativeShareholdingduring the Year

No. of shares % of total

Shares of the

Company

No. of Shares % of total

Shares of the

Company

1. RAJENDRA KUMAR SHARMA

(Chairman and Whole-Time

Director)

At the beginning of the year -01.04.2017

9,14,495 18.30 0 9,14,495 18.30

Increase – 27.11.2017- Allotment of Bonus shares

0 0 9,14,495 18,28,990 18.24

At the end of the year -31.03.2108

0 0 0 18,28,990 18.24

2. SARANG PANCHAL

(Managing Director)

At the beginning of the year -01.04.2017

1 0 0 1 0

Increase – 27.11.2017- Allotment of Bonus shares

0 0 1 2 0

Increase – 09.03.2018- Allotment of shares on Preferential basis.

0 0 30,000 30,002 0.30

At the end of the year -31.03.2108

0 0 0 30,002 0.30

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

(` in Lakhs)

Particulars Secured

Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtednessatthebeginningofthefinancialyear

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

ChangeinIndebtednessduringthefinancialyear

*Addition 945.41 392.23 - 1,337.64

*Reduction (96.06) (120.03) - (216.09)

Net Change 849.35 272.20 - 1,121.55



Particulars Secured

Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtednessattheendofthefinancialyeari) 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.

No.

Particulars of Remuneration Name of the MD/WTD/Manager Total AmountMr. Rajendra

Kumar Sharma

(Whole Time

Director) & CFO

Mr. Sarang

Panchal

(Managing

Director)1 Gross salary

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

15.00 55.20 70.20

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

0 0 0

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

0 0 0

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

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

5 Others, please specify 0 0 0Total (A) 15.00 55.20 70.20Ceiling as per the Act - - 84.00

B. Remuneration to other director (` in Lakhs)

Sr.

No.

Particulars of Remuneration Name of the Directors Total

AmountMr. Rupesh

BhujbalMs.ShwetambariRao Chandrakant

Ms. Ritu

Gupta

Mr. Rajesh

Oberoi1 Independent Directors

Fee for attending Board Committee Meetings

0 0 0 0.20 0.20

Commission 0 0 0 0 0

Others, please specify 0 0 0 0 0

Total (1) 0 0 0 0.20 0.20

2 OtherNonExecutiveDirectorsFee for attending Board Committee Meetings

0 0 0 0 0

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.

No.

Particulars of Remuneration Key Managerial Personnel

1 Gross Salary Company Secretary Total

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

4.05 4.05

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

0 0

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

0 0

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:

Type Section of the

Companies

Act

Brief

Description

Details of

Penalty /

Punishment/

Compounding

fees imposed

Authority [RD /

NCLT/COURT]Appeal made,

ifany(giveDetails

A. Company

Penalty 0 0 0 0 0

Punishment 0 0 0 0 0

Compounding 0 0 0 0 0

B. Director

Penalty 0 0 0 0 0



C. OtherOfficersinDefault

Penalty 0 0 0 0 0



ForandonbehalfofthetheBoardofDirectors

Sarang Panchal Managing Director

(DIN: 00046744)




“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.

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

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

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

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

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

1. 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.

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 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

ProprietorMembership No.: A35849

COP No.: 13801

Date : August 24, 2018

Place: Thane



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

ProprietorMembership No.: A35849

COP No.: 13801

Date : August 24, 2018

Place: Thane

‘Annexure A’


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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:

Sr.

No.

Name of Director / KMP

and Designation

Remuneration

of Director/ KMP

for FY 2017-18

(` in Lakhs)

% Increase in

Remuneration in

the FY 2017-18

Ratio of

Remuneration

of each Director

to median

remuneration if

employees

Comparison

of the

Remuneration of

the KMP against

Performance of

the Company

1 Mr. Sarang Panchal (Managing Director)

55.20 - 15.09:1 Profit Before Exceptional items and Tax increased by 148.46% and Profit After Tax increased by 143.70%.

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

15.00 - 4.10:1

3 Ms. Kajal Sudani (Company Secretary)

4.05 # 1.11:1

# 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 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.

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 (` in Lakhs)

21,320.29 9,771.09 11549.20 / 118.19%

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.

No.

Particulars Value

1 Market Price as on 31/03/2018 ` 212.65

2 Rate at which equity shares were offered to public at Further Public Issue (FPO) – Before Bonus Issue

`114.00

3 Rate at which equity shares were offered to public at Further Public Issue (FPO) – (Adjusted Rate after consideration of Bonus Issue.)

` 57.00

4 Increase / Decrease (in %) ` 273.07%



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 %ofRevenue % of PBT

Sarang Panchal Managing Director 1.19% 3.56%

Rajendra Kumar Sharma Whole Time Director and Chief Financial Officer

0.32% 0.97%

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.


Sarang Panchal

(Managing Director)

DIN: 00046744



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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

IndustryOverview

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).

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.

CompanyOverview

Your company, member of MRSI and DIN (Digital

Insight Network - Global) is a growing digital market

research agency, headquarter in Mumbai. We trust that, we have created strong footprints pan India by

working with top most corporate’s. The company

provides to clients a comprehensive understanding of

what consumers observe and what they buy and how

those choices intersect. We deliver critical media and marketing information, analytics and what consumers

read, watch and listen to (consumer interaction across

different mediums) Pan India. Our information, insights

and solutions help our clients maintain and strengthen

their market positions and identify opportunities for

profitable growth. We help our clients enhance their interactions with consumers and make critical business

decisions that we believe positively affect their sales and

profitability. We exhaustively rely on usage of technology for data acquisition offering reliability, validity and faster

turnaround times to its clients.. The company has wide

range of offerings such as Eye Tracking, Mobile Analytics,

Video Analysis, Facial Recognition, Digital Tracking,

Online Communities, Neuroscience, Emotional Analysis,

Automated Audience Measurement, Sensory Sciences,

etc. The information thus brought together, can deliver

powerful insights into the effectiveness of branding,

advertising and consumer choices.

Opportunities and Threats:

The country has retained its position as the third largest

start-up base in the world as per a report by NASSCOM.

Real GDP growth slowed to 7.1 % in FY16/17 from 8 %

in FY15/16, and to 5.7 % in Q1 FY17/18. However, it is

expected to bounce back to an annual rate of 7.0%.

Despite the domestic economic sluggishness, India so

far has had a good international financial situation. The country’s export growth rate has been on an increase in

FY 16/17. India’s Foreign Direct Investment (FDI) inflows reached US$ 208.99 billion till December 2017.

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

Segment wise performance:

We are doing significant investments in resources and associates all over India, supported by strength of

Majestic MRSS, having two decades of experience with

presence in major countries of APAC and MENA region,

to scale up our operations and depth of solutions in our

quest to be become home-grown leader – preferred

choice for domestic market insights.

The current financial year has been quite fruitful for the company. We won various prestigious projects like LASI Contract, Fuel consumptions of OMC, Airport survey

across India and others. MRSSIndia was also involved

in the successful acquisition of our Singapore subsidiary

MR-AP. Locally, we have inaugurated a new office in Shillong (North-eastern Zone) and introduced a new

branch of Social Media Insights, to make ours a 360°

market research service provider. MRSS India has also

being featured in various media- CNBC BAJAR & CNBC

AAWAZ. More good news for Majestic research as the

Mr. Sarang Panchal - Managing Director



company is selected as the country partner for Global

MR Network.

Internal Control Systems and their Adequacy:

For Internal Financial Control Systems efficientpolicies and procedures are adopted by the Company for

ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, safeguarding

of its assets, the prevention and detection of frauds and

errors, the accuracy and completeness of the accounting

records, and the timely preparation of reliable financial information.

Financial Performance with respect to Operational

Performance:

During financial year 2017-2018, your company has earned Profit After Tax (PAT) of Rs 136.13 million as compared to ` 46.30 million in previous Year.

Particulars FY 2017-18 FY 2016-17

Revenue (In Millions) 653.75 229.66

EBITDA Margin (%) 30.91 32.50

Profit After Tax (%) 20.82 20.16

EPS (`)* 13.61 4.93

Book Value Per Share (`)*

39.92 20.20

*Computed after considertaion of Bonus Issue.

Industrial Relations front:

During the Financial year 2017-18, your company maintained cordial and harmonious relations at all levels of the organization.

MaterialdevelopmentsinHumanResources:

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

The key criterion that we have looked at adding people was sector specialists or vertical leaders. Adding these verticals via these personnel is what results in additional revenue stream. This is a key part of the organic strategy for MRSS.

Outlook of the Company

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

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

Risks and Concerns:

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

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


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INDEPENDENT AUDITOR’S REPORT

TotheMembersof

MajesticResearchServicesandSolutionsLimited

We have audited the accompanying standalone financial statements of Majestic Research Services andSolutions Limited (“the Company”), which comprise the balance sheet as at March 31, 2018, the statement of profit and loss and the statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the StandaloneFinancial Statements

The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AuditorsResponsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2018; and

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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



c) the balance sheet, the statement of profit and loss and the statement of cash flows dealt with by this report are in agreement with the books of account.

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

e) on the basis of written representations received from the directors as on 31 March, 2018, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2018, from being appointed as a director in terms of Section 164(2) of the Act;

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

g) with respect to the other matters to be included in Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 in our opinion and to the best of our information and according to explanations given to us:

i. The Company does not have any pending litigations;

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

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

For R T Jain & Co LLP

Chartered AccountantsFRN : 103961W / W100182

(CA Bankim Jain)

PartnerMem No. : 139447

Mumbai, May 26 , 2018.

Annexure - A to the Auditors’ Report

Referred to in paragraph 1 of our report of even date on the accounts of the company for the year ended March 31, 2018

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

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

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

(c) According to the information and explanation received by us, title deeds of immovable properties held as fixed assets are held in the name of the Company.

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

iii. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loan to parties covered in the register maintained under Section 189 of the Companies Act, 2013.

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

v. Based on our scrutiny of the company’s records and according to the information and explanations provided by the management, in our opinion, the company has not accepted any deposits within the meaning of Rule 2 (b) of Companies (Acceptances of Deposits) Rules, 2014 so far upto March 31, 2018.

vi. According to the information and explanations provided by the management, the company is not engaged in production of goods or provision of any such services for which the Central Government has prescribed particulars relating to utilization of 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.


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vii. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on March 31, 2018 for a period of more than six months from the date they became payable, except for the following:

Nature of Statutory Dues AmountInvolvedIncome tax for F Y 2016-17 ` 229.46 Lakhs

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

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

ix. According to the information and explanations received by us, the company has raised a total capital of ` 998.64 Lakhs through FPO comprising of fresh issue of 8,76,000 Equity Shares of face value of ` 10/- each for cash at a premium of ` 104/- per share during the previous financial year which has been utilized as follows:

(` 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

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

Particulars ` in Lakhs

Fixed Deposit with Bank 34.00

Amount Available at Current Account of Company

23.62

Total 57.62

The Company has raised ` 956.22 Lakhs by way of term loan from various banks and NBFC’s. The said loans have been applied for the purpose for which it was obtained.

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

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

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

xiii. Based on our audit procedures and on the information given by the management, the company has complied with the sections 177 and 188 of the Companies Act, 2013 for all the transactions with the related parties and the details of such transactions have been properly disclosed in the Financial Statements as required by the applicable ASs.

xiv. 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).

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

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



(CA Bankim Jain)


Mumbai, May 26, 2018.



Annexure - B to the Auditors’ Report

Report on the Internal Financial Controls under

Clause (i) of Sub-section 3 of Section 143 of theCompanies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of MajesticResearchServicesandSolutions Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone

financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal FinancialControls

The Company’s management is responsible for

establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the

essential components of internal control stated in the

Guidance Note on Audit of Internal Financial Controls over

Financial Reporting issued by the Institute of Chartered

Accountants of India (‘ICAI’). These responsibilities

include the design, implementation and maintenance of

adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s

policies, the safeguarding of its assets, the prevention

and detection of frauds and errors, the accuracy and

completeness of the accounting records, and the timely

preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’Responsibility

Our responsibility is to express an opinion on the

Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of

Internal Financial Controls over Financial Reporting (the

“Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section

143(10) of the Companies Act, 2013, to the extent

applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and,

both issued by the Institute of Chartered Accountants of

India. Those Standards and the Guidance Note require

that we comply with ethical requirements and plan

and perform the audit to obtain reasonable assurance

about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit

evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness

exists, and testing and evaluating the design and

operating effectiveness of internal control based on the

assessed risk. The procedures selected depend on the

auditor’s judgment, including the assessment of the risks

of material misstatement of the financial statements, whether due to fraud or error.

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

MeaningofInternalFinancialControlsoverFinancialReporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted

accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of

records that, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance

that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and

that receipts and expenditures of the company are

being made only in accordance with authorisations of

management and directors of the company; and (3)

provide reasonable assurance regarding prevention

or timely detection of unauthorised acquisition, use, or

disposition of the company’s assets that could have a

material effect on the financial statements.

Inherent Limitations of Internal Financial Controls

overFinancialReporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls,

material misstatements due to error or fraud may occur

and not be detected. Also, projections of any evaluation

of the internal financial controls over financial reporting


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to future periods are subject to the risk that the internal

financial control over financial reporting may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures

may deteriorate.

Opinion

In our opinion, the Company has, in all material respects,

an adequate internal financial controls system over financial reporting. However the Company does not have appropriate system manuals or predefined standard operation procedure to maintain the efficacy and

effectiveness of the internal financial controls throughout the year. Thus, the company does not have formal

internal financial control over financial reporting based on our verification.


Chartered Accountants

FRN :103961W / W100182

(CA Bankim Jain)

Partner

Mem No. : 139447




(` In Lakhs) Particulars Note

No.

As at

31st March 2018

As at

31st March 2017I. 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-CurrentLiabilities (a) Long-term borrowings 6 730.95 - (b) Deferred tax liabilities (net) 4 - - (c) Long-term provisions 5 11.06 11.06

(3) CurrentLiabilities (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 1Theaccompanyingnotesformanintegralpartoffinancialstatements.

BALANCE SHEET AS AT 31ST MARCH 2018

As per our report of even date

FOR R T JAIN & CO LLP ForandonbehalfoftheBoardCHARTERED 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


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(FRN NO. 103961W/W100182)



M No-139447 DIN: 00046744 DIN: 06879460 M.No. A45271


(` In Lakhs)

Particulars Note No.

2017-18 2016-17

INCOME

Revenue from operations 17 4,620.28 2,293.04

Other Income 18 16.12 3.58

TotalRevenue 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

Total Expenses 3,084.78 1,597.23

Profitbeforetax 1,551.62 699.40

Tax expense: 23

(1) Current tax (454.65) (242.92)

(2) Deferred tax (1.28) 6.59

Profit/(Loss)fortheperiod 1,095.69 463.07

EPS(facevalueof`10/- each) Basic and Diluted (`) 24 10.95 4.93

Significant Accounting Policies 1

Theaccompanyingnotesformanintegralpartoffinancialstatements.

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2018



(` In Lakhs) Particulars March 31,2018 March 31,2017 Cashflowfromoperatingactivities: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 OperatingProfitBeforeWorkingCapitalChanges 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)NetCashFlowfrom/(usedin)OperatingActivities:(A) 1,450.74 403.24

CashFlowFromInvestingActivities: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 NetCashFlowfrom/(usedin)InvestingActivities:(B) (945.57) (40.79)

CashFlowfromFinancingActivities: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)NetCashFlowfrom/(usedin)FinancingActivities(C) 818.36 821.01

NetIncrease/(Decrease)inCash&CashEquivalents(A+B+C) 1,323.53 1,183.47 Cash & Cash Equivalents As At Beginning of the Year 1,247.70 64.24 Cash&CashEquivalentsAsAtEndoftheYear 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.Theaccompanyingnotesformanintegralpartoffinancialstatements.

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2018



(FRN NO. 103961W/W100182)



M No-139447 DIN: 00046744 DIN: 06879460 M.No. A45271



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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

A. Basis of preparation of Financial Statements:

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

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

B. Use of Estimates:

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

C. FixedAssetsandIntangibleAsset:

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

D. Depreciation and Amortisation:

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

i) Computer Software:- Six Years

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

E. ValuationofInventories:

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

F. Foreign Currency Transactions

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

Conversion: At the year end, monetary items denominated in foreign currencies other than those covered by

forward contracts are converted into rupee equivalents at the year-end exchange rates.



Exchange Differences: All exchange differences arising on settlement/conversion of foreign currency

transactions are recognized in the statement of profit and loss.

G. RevenueRecognition:

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. ContingentLiabilities/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. EmployeeBenefits

a) Short-termEmployeeBenefits

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


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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-termEmployeeBenefits

(i) DefinedContributionPlan

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) DefinedBenefitPlan

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



NOTES TO THE FINANCIAL STATEMENTS

Note : 2 Share Capital (` in Lakhs)

Particulars As at

31st March 2018

As at

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,SubscribedandFullyPaidUpShareCapital10,026,000 (4,998,000) Equity Share of `10/- each 1,002.60 499.80

Issued,subscribedandfullypaid

TOTAL 1,002.60 499.80

a) Reconciliationofnumberofsharesoutstandingattheendofyear

Particulars As at

31st March 2018

As at

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) Detailsofshareholdersholdingmorethan5%sharesoftheaggregatesharesinthecompany

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

No. of

Shares

Percentage No. of

Shares

Percentage

Majestic Market Research Support Services Limited

4,175,000 41.64% 2,087,500 41.77%

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

Note:3ReserveandSurplus (` in Lakhs)

Particulars As at

31st March 2018

As at

31st March 2017

1) SurplusintheStatementofProfitandLoss

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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Particulars As at

31st March 2018

As at

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 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:4DeferredTaxLiabilities/(Assets) (` in Lakhs)Particulars As at

31st March 2018

As at

31st March 2017

DeferredTaxLiabilityRelated 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 and Expenses

(12.70) (13.98)

TOTAL (12.70) (13.98)

Note:5Long-termProvisions (` in Lakhs)Particulars As at

31st March 2018

As at

31st March 2017

Provision for Gratuity 11.06 11.06

TOTAL 11.06 11.06

Note : 6 Borrowings (` in Lakhs)Particulars As at

31st March 2018

As at

31st March 2017

A) Long Term Borrowings

Secured

Term Loan

From Bank for Purchase of Property (Loan Sanctioned- INR 425 Lakhs , Term- 96 Months with 12 months moratorium, Interest Rate- 10.50% P.a)

368.00

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)




Particulars As at

31st March 2018

As at

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

LoanRepayableonDemand 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:7TradePayables (` in Lakhs)

Particulars As at

31st March 2018

As at

31st March 2017

Due to Micro, Small and Medium Enterprises - -

Others 112.98 89.46

TOTAL 112.98 89.46

Note:8OtherCurrentLiabilities (` in Lakhs)Particulars As at

31st March 2018

As at

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:9Short-termProvisions (` in Lakhs)Particulars As at

31st March 2018

As at

31st March 2017

Provision for Income Tax (Net of Advance Tax & TDS) 583.79 174.42


TOTAL 588.92 174.63


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Note:11NonCurrentInvestments (` in Lakhs)

Particulars As at

31st March 2018

As at

31st March 2017

LongTermInvestement(ValuedAtCostUnlessStatedOtherwise)*(A) TradeInvestement-(Unquoted) i) InvestementinSubsidaryCompnay a) 9,999 (Previous Year 9,999)Equity Shares of ̀ 10/- each fully paid

up of ATREVIDO RESEARCH AND CONSULTANTS PRIVATE LIMITED

1.00 1.00

b) 12,50,000 (Previous Year NIL) Ordinary Shares of SGD 0.20/- each fully paid up of MAJESTIC RESEARCH SERVICES ASIA PTE. LTD

308.41 -

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

0.00 -

TOTAL 309.41 1.00

Note:12LongTermLoansandAdvances (` in Lakhs)

Particulars As at

31st March 2018

As at

31st March 2017

Unsecured, Considered Good

Security Deposits 13.11 23.55

Tender Fees - 0.03

TOTAL 13.11 23.58

Note:13TradeReceivables (` in Lakhs)

Particulars As at

31st March 2018

As at

31st March 2017


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:14CashandCashEquivalent (` in Lakhs)

Particulars As at

31st March 2018

As at

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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Note:15ShortTermsLoansandAdvances (` in Lakhs)

Particulars As at

31st March 2018

As at

31st March 2017


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 - -

TOTAL 144.97 99.68

Note :16 Other Current Assets (` in Lakhs)Particulars As at

31st March 2018

As at

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

Note:17RevenuefromOperations (` in Lakhs)

Particulars 2017-18 2016-17

Sales of Services 4,620.28 2,293.04

TOTAL 4,620.28 2,293.04

Note : 18 Other Income (` in Lakhs)


Interest on Income Tax Refund - -

Interest on Fixed Deposit 4.50 3.23

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)


Project Expenses 2,364.17 1,084.17

TOTAL 2,364.17 1,084.17




Note:20EmployeeBenefitsExpenses (` in Lakhs)


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


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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)


Current Tax

Provision For Income Tax 454.65 242.92

DeferredTaxLiability/(Asset)Related to Depreciation and Other Expenses 1.28 (6.59)

Note : 24 Earnings Per Share (` in Lakhs)Particulars 2017-18 2016-17

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

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

26. DetailsofRelatedPartiesandKeyManagementPersonnelwheretransactionhavetakenplaceduringthe 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 significant influence.

M/s Smart Spaces.

*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.

27. Transactions with Related Parties

(` in Lakhs)Name Relationship Country Nature of

Transaction

Holding as at

31-03-2018

(in %)

Amount of

transaction in

2017-18

Holding as at

31-03-2017

(in %)

Amount of

transaction in

2016-17

Emtee Research & Consultants Private Limited

Subsidiary India Investment 100 NIL 100 NIL

Scent Analysis Majestic Private Limited *

Joint Venture India Divestment NIL NIL NIL (0.50)

Majestic Research Services Asia Pte Limited

Subsidiary Singapore Investment 100 308.41 NIL 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.

(` in Lakhs)

Name Relationship Nature of

transaction

Amount of

transaction

in 2017-18

Amount

outstanding

as at 31-03-

2018(payable)/receivable

Amount of

transaction

in 2016-17

Amount

outstanding

as at 31-03-


Sarang Panchal

Managing Director

Remuneration 55.20

(3.50)

55.20

(4.60)Reimbursement of Expenses*

1.08 1.28

Rajendra Sharma

Whole Time Director

Remuneration 15.00

(1.67)

15.00

-Reimbursement of Expenses

- -

Majestic Market Research Support Services Ltd

Parent Company

Loan Given -

21.38

-

24.36Loan Received 20.55 24.43

Loan Repayment 20.55 24.43

Sales 56.15 73.01

Kajal Sudani Company Secretary

Salary 4.05 (0.45) 0.74 (0.25)


Subsidiary Sales 208.52 3.03 - -

Rajesh Oberoi

Independent Director

Sitting Fees 0.20 - 0.30 -


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transaction

Amount of

transaction

in 2017-18

Amount

outstanding

as at 31-03-


Amount of

transaction

in 2016-17

Amount

outstanding

as at 31-03-


Atrevido Research & Consultants Private Limited

Wholly Owned Subsidiary

Loan Given 0.29

2.93

1.13

2.64Project Expenses - -

*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 .

No.

Particulars Current Year

2017-18

Previous Year2016-17

1 SegmentRevenue

- Domestic Sales 2,662.57 1,409.98

- Export Sales 1,957.71 883.06

Total 4,620.28 2,293.04

2 SegmentResultsProfit/(Loss)beforeTaxandInterest*

- Domestic 1,284.88 732.65

- Export 971.23 476.22

Total 2,256.11 1,208.87

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 CapitalEmployed(SegmentAssets-SegmentLiabilities)

- 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.




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

(` in Lakhs)Particulars Current Year

2017-18


CIFvalueofimportsRaw 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

2017-18


Assets NA NA

Liabilities NA NA

Incomes NA NA

Expenses NA NA

Capital Commitments NA NA

Other Commitments NA NA


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


Purchase of New Corporate office 180.00 160.00

Civil Work and Interior Expenses 80.00 42.38



Total 998.64 941.02


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Unutilised/Unspent Amount as at 31stMarch,2018isKeptinBankasbelow


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.

32. DetailsofUnsecuredLoanstakenfromBanks&NBFC’sarementionedasbelow

Name of Lender Loan Sanctioned

(Rs in Lakhs)

EMI Pm (Rs in

Lakhs)

Interest Rate

(in %) P.a

Tenure

(in months)

Loan O/s as at

31st March 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

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



(FRN NO. 103961W/W100182)



M No-139447 DIN: 00046744 DIN: 06879460 M.No. A45271




INDEPENDENT AUDITOR’S REPORT

TotheMembersofMajesticResearchServicesandSolutionsLimited

We have audited the accompanying consolidated financial statements of Majestic Research Servicesand Solutions Limited (“the Holding Company”), and its subsidiary and associate company (collectively referred to as “the Company” or “the Group”) which comprise the consolidated balance sheet as at March 31, 2018 and the consolidated statement of profit and loss and consolidated cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the ConsolidatedFinancial Statements

The Holding Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AuditorsResponsibility

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

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

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the consolidated financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

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

Opinion

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

a) in the case of the consolidated balance sheet, of the state of affairs of the Company as at March 31, 2018; and

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

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

Report on Other Legal and Regulatory Requirements

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

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

b) in our opinion, proper books of account as required by law have been kept by


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the Company so far as appears from our examination of those books

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

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

e) On the basis of written representations received from the directors of the Holding Company as on 31st March, 2018, taken on record by the Board of Directors of the Holding Company none of the directors is disqualified as on 31 March, 2018, from being appointed as a director in terms of Section 164(2) of the Act;

f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer Annexure A to this report;

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

i. The does not have any pending litigations;

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

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



(CA Bankim Jain)



Annexure – A to the Auditors Report

Report on the Internal Financial Controls under

Clause (i) of Sub-section 3 of Section 143 of theCompanies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Majestic Research Servicesand Solutions Limited (“the Holding Company”) and its subsidiary companies and associate companies as of March 31, 2018 in conjunction with our audit of the consolidated financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal FinancialControls

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

Auditors’Responsibility

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

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



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

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

MeaningofInternalFinancialControlsoverFinancialReporting

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

Inherent Limitations of Internal Financial Controls

overFinancialReporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Holding Company and its Subsidiary Company has, in all material respects, an adequate internal financial controls system over financial reporting. However both the Companies do not have appropriate system manuals or predefined standard operation procedure to maintain the efficacy and effectiveness of the internal financial controls throughout the year. Thus, both the companies do not have formal internal financial control over financial reporting based on our verification.



(CA Bankim Jain)


Mumbai, May 26, 2018


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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2018

(` In Lakhs) Particulars Note

No.

As at

31st March 2018

As at

31st March 2017I. 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

(2) Minority Interest - -

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

(4) CurrentLiabilities (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 (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 (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

(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 Theaccompanyingnotesformanintegralpartoffinancialstatements.

As per our report of even dateFOR R T JAIN & CO LLP ForandonbehalfoftheBoardCHARTERED ACCOUNTANTS(FRN NO. 103961W/W100182)


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




CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE

YEAR ENDED 31ST MARCH 2018

(` In Lakhs)

Particulars Note No.

31st March 2018 31st March 2017

INCOME

Revenue from operations 18 6,444.95 2,293.04

Other Income 19 92.51 4.71

TotalRevenue 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

Profitbeforetax 1,817.19 699.55

Tax expense: 24

(1) Current tax (454.65) (243.04)

(2) Deferred tax (1.28) 6.61

Profit/(Loss)fortheperiod 1,361.26 463.13

Less: Adjustment for Minority Interest Share - -

Profit/(Loss)afterMinorityInterest 1,361.26 463.13

EPS(facevalueof`10/- each) Basic and Diluted (`) 25 13.61 4.93

Significant Accounting Policies 1 & 2

Theaccompanyingnotesformanintegralpartoffinancialstatements.






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CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2018

(` In Lakhs) Particulars March 31, 2018 March 31, 2017

Cashflowfromoperatingactivities: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) Provision for Gratuity 4.92 11.27 OperatingProfitBeforeWorkingCapitalChanges 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)NetCashFlowfrom/(usedin)OperatingActivities:(A) 1,120.39 403.60

CashFlowFromInvestingActivities: Purchase of Fixed Assets (673.75) (61.89) Sales of Fixed Assets 0.30 2.59 Withdrawl of Fixed Deposit 24.74 - 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 NetCashFlowfrom/(usedin)InvestingActivities:(B) (643.57) (40.21)

CashFlowfromFinancingActivities: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)NetCashFlowfrom/(usedin)FinancingActivities(C) 818.36 819.24

NetIncrease/(Decrease)inCash&CashEquivalents(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&CashEquivalentsAsAtEndoftheYear(ReferNote2) 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.Theaccompanyingnotesformanintegralpartoffinancialstatements.



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) ListofSubsidiariesandthecompany’seffectiveholdingthereon.

Sr.

No.

Name of the Entity Country of

Incorporation

Effective ownershipin % either directly or

throughsubsidiaries1 Atrevido Research and Consultants Private Limited

(Earlier known as Emtee Research and Consultants Private Limited) (PreviousYear-100%)

India 100% (Directly)

2 Majestic Research Services Asia Pte Limited (Earlier Known as Market Probe Asia Pacific Pte Ltd) (PreviousYear–NIL)

Singapore 100% (Directly)

3 Majestic Research Asia Pacific Pte Ltd. (PreviousYear–NIL)

Singapore 100% (Directly)

(b) ListofJointVenture/JointlyControlledEntity

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

Sr.

No.

Name of the Entity Country of

Incorporation

Effectiveownershipin%either directly or through

subsidiaries1 Scent Analysis Majestic Private Limited* India NIL


NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

A. Use of Estimates:

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

B. FixedAssetsandIntangibleAsset:

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:

IncaseofParentCompany(MajesticResearchServices&SolutionsLimited)

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



IncaseofSubsidiaryCompanies

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. ValuationofInventories:

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. RevenueRecognition: 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. ContingentLiabilities/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. EmployeeBenefits

a) Short-termEmployeeBenefits

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-termEmployeeBenefits

(i) DefinedContributionPlan

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) DefinedBenefitPlan

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



NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Note : 3 Share Capital (` In Lakhs)

Particulars As at

31st March 2018

As at

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,SubscribedandFullyPaidUpShareCapital10,026,000 (4,998,000) Equity Share of ` 10/- each Issued, subscribed and fully paid

1,002.60 499.80

TOTAL 1,002.60 499.80

a) Reconciliationofnumberofsharesoutstandingattheendofyear

Particulars As at

31st March 2018

As at

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) Detailsofshareholdersholdingmorethan5%sharesoftheaggregatesharesinthecompany

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

No. of

Shares

Percentage No. of

Shares

Percentage

Majestic Market Research Support Services Limited

4,175,000 41.64% 2,087,500 41.77%

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

Note:4ReserveandSurplus (` In Lakhs)

Particulars As at

31st March 2018

As at

31st March 2017

1) SurplusintheStatementofProfitandLoss

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 share in old losses in JV

- 3.71


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Particulars As at

31st March 2018

As at

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 Acquisition of Company

119.49 -

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 (Refer Notes 3 and 32)

72.00 911.04

Less: Utilised for issuance of Bonus Shares 499.80 -

Less: Issue Expenses on Issuance of Shares 1.50 113.04

Closing Balance 368.70 798.00

3) CapitalReserve

As Per Last Balance Sheet - -

Add: On account of acquisition of Singapore company during the year. 727.43 -

Closing Balance 727.43 -

TOTAL 2,999.28 1,519.54

Note:5DeferredTaxLiabilities/(Assets) (` In Lakhs)

Particulars As at

31st March 2018

As at

31st March 2017

DeferredTaxLiability

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:6Long-termProvisions (` In Lakhs)

Particulars As at

31st March 2018

As at

31st March 2017


TOTAL 11.06 11.06




Note : 7 Borrowings (` In Lakhs)

Particulars As at

31st March 2018

As at

31st March 2017

A) Long Term Borrowings

Secured - -

Term Loan

From Bank for Purchase of Property (Loan Sanctioned- INR 425 Lakhs , Term- 96 Months with 12 months moratorium, Interest Rate- 10.50% P.a)

368.00

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

LoanRepayableonDemand

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:8TradePayables (` In Lakhs)

Particulars As at

31st March 2018

As at

31st March 2017

Due to Micro, Small and Medium Enterprises - -

Others 110.34 89.50

TOTAL 110.34 89.50


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Note:9OtherCurrentLiabilities (` In Lakhs)

Particulars As at

31st March 2018

As at

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

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:10Short-termProvisions (` In Lakhs)

Particulars As at

31st March 2018

As at

31st March 2017

Income Tax Provision (Net of Advance Tax & TDS) 583.80 174.53


TOTAL 588.93 174.74



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

Particulars As at

31st March 2018

As at

31st March 2017

Preliminary Expenditure to the Extent not W/off - 0.05

TOTAL - 0.05

Note:13LongTermLoansandAdvances (` In Lakhs)

Particulars As at

31st March 2018

As at

31st March 2017


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:14TradeReceivables (` In Lakhs)

Particulars As at

31st March 2018

As at

31st March 2017


Less than Six Months -Related Party (Refer Note 28) 21.38 24.36

-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:15CashandCashEquivalent (` In Lakhs)

Particulars As at

31st March 2018

As at

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:16Short-TermsLoansandAdvances (` In Lakhs)

Particulars As at

31st March 2018

As at

31st March 2017


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




Note :17 Other Current Assets (` In Lakhs)

Particulars As at

31st March 2018

As at

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:18RevenuefromOperations (` In Lakhs)


Sales of Services 6,444.95 2,293.04

TOTAL 6,444.95 2,293.04

Note : 19 Other Income (` In Lakhs)


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)


Project Expenses 3,076.92 1,084.17

TOTAL 3,076.92 1,084.17

Note:21EmployeeBenefitsExpenses (` In Lakhs)


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


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Note : 22 Financial Cost (` In Lakhs)


Bank Charges 1.24 0.33

Interest on Cash Credit facility 20.02 13.57

Interest on Property Term Loan 39.62 -

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)


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

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 -

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




Note : 24 Tax Expenses (` In Lakhs)


Current Tax

Provision For Income Tax 454.65 243.04

DeferredTaxLiability/(Asset) Related to Depreciation and Amortization Expense 1.28 (6.61)

Note : 25 Earnings Per Share (` In Lakhs)


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)


Statutory Audit fees 1.44 1.29

Tax audit fees 0.65 0.65

27. DetailsofRelatedPartiesandKeyManagementPersonnelwheretransactionhavetakenplaceduringthe 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 significant influence.

M/s Smart Spaces.

*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.


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28. Transactions with Related Parties

(` In Lakhs)

Name Relationship Country Nature of

Transaction

Holding as

at 31-03-

2018 (in %)

Amount of

transaction

in 2017-18

Holding

as at 31-

03-2017

(in %)

Amount of

transaction

in 2016-17

Emtee Research & Consultants Private Limited

Subsidiary India Investment 100 NIL 100 NIL

Scent Analysis Majestic Private Limited *

Joint Venture India Divestment NIL NIL NIL (0.50)


Subsidiary Singapore Investment 100 308.41 NIL NIL


(` In Lakhs)


transaction

Amount of

transaction

in 2017-18

Amount

outstanding as

at 31-03-2018

(payable)/receivable

Amount of

transaction

in 2016-17

Amount

outstanding

as at 31-

03-2017

(payable)/receivable

Sarang Panchal

Managing Director

Remuneration 55.20

(3.50)

55.20

(4.60)Reimbursement of Expenses*

1.08 1.28

Rajendra Sharma

Whole Time Director

Remuneration 15.00

(1.67)

15.00

-Reimbursement of Expenses

- -

Majestic Market Research Support Services Ltd

Parent Company

Loan Given -

21.38

-

24.36Loan Received 20.55 24.43

Loan Repayment 20.55 24.43

Sales 56.15 73.01

Kajal Sudani Company Secretary

Salary 4.05 (0.45) 0.74 (0.25)

Rajesh Oberoi

Independent Director

Sitting Fees 0.20 - 0.30 -

*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.




(` In Lakhs)

Sr.

No.


2017-18

PreviousYear2016-17

1 SegmentRevenue- Domestic Sales 4,487.24 1,409.98

- Export Sales 1,957.71 883.06

Total 6,444.95 2,293.04

2 SegmentResultsProfit/(Loss)beforeTaxandInterest*- 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 CapitalEmployed(SegmentAssets-SegmentLiabilities)

- 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)


2017-18

PreviousYear2016-17

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

Incorporation

Proportion of Ownership Interest

Scent Analysis Majestic Private Limited* India 0%


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Group Share of Interest in Joint Venture

(` In Lakhs)


2017-18

PreviousYear2016-17

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.

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)

Particulars Proposed Utilisation Actual Utilisation


Purchase of New Corporate office 180.00 160.00

Civil Work and Interior Expenses 80.00 42.38



Total 998.64 941.02

Unutilised/Unspent Amount as at 31stMarch,2018isKeptinBankasbelow


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.




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

(` In Lakhs)

Name of Entity NetAssets* ShareinProfit/(Loss)*Particulars % of

Consolidated

Net Assets

Amount (`) % of

Consolidated

Profit/(Loss)

Amount (`)

Parent

Majestic Research Services & Solutions Limited

78.16 3128.02 80.50 1095.69

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

(0.01) (0.62) (0.02) (0.35)

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

21.85 874.48 19.52 265.92

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. DetailsofUnsecuredLoanstakenfromBanks&NBFC’sarementionedasbelow

Name of Lender Loan Sanctioned

(Rs in Lakhs)

EMI Pm (Rs in

Lakhs)

Interest Rate

(in %) P.a

Tenure

(in months)

Loan O/s as at

31st March 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.




Mumbai, 26th May, 2018

MajesticResearchServicesandSolutionsLimitedCIN: L72200KA2012PLC063818

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

CorporateOffice: . 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:Pleasefillthisattendanceslipandhanditoverattheentranceofthehall.

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]

MajesticResearchServicesandSolutionsLimitedCIN: L72200KA2012PLC063818

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

CorporateOffice: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, 28thSeptember,2018at4.00P.M.atRegenta Inn -No.15DownTon 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…….

_________________________ ______________________________

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.

Affix a ` 1 Revenue

Stamp

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C-509, 5th Floor, Kanakia Zillion, LBS Marg, Kurla West,

Mumbai, Maharashtra 400070Email: [email protected]

Corporate Of�ice

Registered of�ice2 �loor, Kalpak Arcde, No.46/17,Church Street,Bangalore-560001Majestic Research Services and Solutions Limited

majestic research services - mrss india · st india’s 1 & only listed market research company...

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