Majestic Research Serices and Solutions Limited · · 2017-09-01Majestic Research Serices and...

Majestic Research Services and Solutions Limitedwww.mrssindia.com

CONTENTS

PAGE NO

CORPORATE OVERVIEW

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

Chairman Message ........................................................................................................................................... 3

Financial Highlights ........................................................................................................................................... 4

About MRSS India and Business Overview..................... ................................................................................. 5

REPORTS

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

Board’s Report and Annexures ....................................................................................................................... 28

Management Discussion and Analysis ........................................................................................................... 50

FINANCIAL STATEMENTS

Standalone

Independent Auditor’s Report ......................................................................................................................... 52

Balance Sheet ................................................................................................................................................ 56

Statement of Profit and Loss .......................................................................................................................... 57

Cash Flow Statement ..................................................................................................................................... 58

Notes to Accounts ........................................................................................................................................... 59

Consolidated

Independent Auditor’s Report ......................................................................................................................... 73

Balance Sheet ................................................................................................................................................ 76

Statement of Profit and Loss .......................................................................................................................... 77

Cash Flow Statement ..................................................................................................................................... 78

Notes to Accounts ........................................................................................................................................... 79

SHAREHOLDERS INFORMATION

Attendance Slip / Proxy Form


2 Annual Report 2016-17

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. Praimvada Princeton (resigned w.e.f. 10th May, 2017) Ms. Shwetambari Rao (appointed w.e.f. 10th May, 2017)

CHIEF FINANCIAL OFFICER Mr. Rajendra Kumar Sharma

COMPANY SECRETARY Ms. Kajal Sudani (appointed w.e.f. 9th January, 2017) Ms. Sonali Gamne (resigned w.e.f. 9th January, 2017)

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

BANKERS ICICI Bank Limited Axis bank Limited HDFC Limited

REGISTRAR & TRANSFER AGENT Bigshare Services Private Limited 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai- 400059 (M.H.)

AUDITORS M/s. R.T. Jain & Co. LLP Mumbai.


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3Annual Report 2016-17

CHAIRMAN’S SPEECHDear MRSS Family,MRSS has become another year old. It seems just like yesterday – we were only a ‘STARTUP’ – We are still a ‘STARTUP’ however, one that has that has completed a wonderful journey of 5 years. The soul of MRSS is that of a ‘STARTUP’ constantly aiming to innovate, to streamline process, to inculcate fiduciary discipline, to disrupt the industry, to create new benchmarks, to pioneer several initiatives, to move to the next level and to expand the stakeholder base viz. Partners, Clients, Colleagues and of course Shareholders like you.We have also completed 2 years of being listed on the Bombay Stock Exchange and are really grateful that we have always had amazing shareholders who have traversed the journey with us and always been around with guidance, inputs and even lots of business lead generation. No amount of gratitude is sufficient to appreciate our fortunes with regards to this. Of course, a special mention to the BSE SME team members as well for constantly motivating and supporting us. In fact last year we added another 1st – we became the 1st company ever on the SME Platform to conclude a FPO (Follow-On Public Offer). This now has become a model that other SME Companies are looking to follow.Your Company has been delivering consistent returns over the years and is firmly on the growth path. Your company’s revenue grew by 103% to ` 229.30 million and profit after tax jumped to 143 % to ` 46.30 million for the financial year ended on 31st march 21017 as compared to previous year.A year ago, at the previous AGM we had announced that we will pursue acquisitions to achieve scale and that we will expand horizons to ASIA. We have been successful in concluding the 1st of what would be a series of acquisitions . This does not in any way mean that the organic growth is affected but this takes us closer to our Vision of being India’s 1st Market Research company to become the largest Independent MR agency in Asia. MRSS Asia was the promise we made MRSS Asia has been delivered. The acquired company has been working with the Changi Airport for several years just like we have been working with GMR – Delhi Airport in India.This brings me to sharing an important aspect with you - Countries around the world are on a $1 trillion airport investment spree. About half of that spending will be on upgrading or building new airports in Asia. We are consciously looking at this vertical and plan to build a specialized Digital Insights practice for the Airport Vertical.The Social Marketing Research Practice that we added at the end of the second last quarter in FY 16-17 has been doing reasonably well considering that usually the business development cycles, however we have added several accounts viz. Aga Khan Foundation, American India Foundation, BBC Media, Population Council, Save the Children. There have also been instances of repeat business as well in this vertical as well.We continue to invest smartly in people and are making sure that they are all stars and their performance is reviewed periodically. We have taken the help of industry experts and have created customized Metrics for performance management of our team. Salary Allocation Factor (SAF), Revenue Generation Factor (RGF), Profit Contribution Factor (PCF) and Net Cash/Collection Factor (NCF). We are also implementing Institutional learning and Institutional Memory that makes the organization less individual dependent and more process oriented.Our open source model of alliances/partnerships to deliver technology enabled solutions continues to succeed and flourish. We have announced new partnerships and will continue to do and are thankful to our partners for their constant training support. The clients are the key benefactor from this and in the end we also benefit when are they delighted and continue to work with MRSS.Thank you so much for joining us in our Journey and creating the 1st INDIAN company in the MR KNOWLEDGE INDUSTRY to get into the BIG LEAGUE.We look forward to your constant support and patience!!

Mr. Rajendra Kumar Sharma - Chairman and Whole Time Director



FINANCIAL HIGHLIGHTS (Promising Growth Momentum )

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OUR BUSINESS

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

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

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

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

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

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

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

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

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



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

1. DefineResearchObjective:

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

2. Study Design:

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

3. Data Collection:

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

4. Analysis & Reporting:

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

OUR RESEARCH APPROACH AND BUSINESS PROCESS

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

milestones• Establish internal and

external communication protocols

• Identify project execution team

ANALYSIS & REPORTING• Tactical and strategic

reporting• Highly flexible Web-based

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

delivery • Executive summaries

presenting key insights and recommendations

• Solutions to address all issues

• Advanced analytics solution• Dashboard Reports

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

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

FG• Intermediate reporting of

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

Recognition• Neuro

DEFINE RESEARCH OBJECTIVE

• Understanding Business needs

• Translating into Research objective

• Information Areas• Defining critical metrics for

study

Customized ResearchSolutions

Business Objective


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OUR SPECTRUM OF INNOVATIVE RESEARCH TOOLS

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

1. Vision Critical Insight Community

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

2. Eye Tracker

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

3. SMSBasedSurvey

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

4. Perception Analyzer

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

5. Sensorial MR

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

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

6. Market Research Online Communities

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

7. Neuromarketing

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

8. Indoor Audience Management

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



9. OnlineSurvey:

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

10. CATI and CAPI

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

11. DigitalBehaviortracking

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

12. Social Media Listening

Social media listening has become one of the most effective ways for researchers to understand how people perceive brands and trends. It’s an online research methodology that has catapulted in recent years – and for good reason; social media listening delivers a wealth of insights.We start by carefully crafting a query that weeds out unrelated mentions,

and understanding the conversation on a macro level. Our goal is fully observe the conversation volume over time, noting the peaks and valleys, the sentiment, who’s doing the talking and in what context. Once we understand how our topic or brand fits into the larger the picture, we can start an in-depth analysis, where we uncover nuances and real insights.

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

13. Facial Recognition

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

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.


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BROAD SUITE OF END-TO-END RESEARCH SERVICE OFFERINGS

OVERVIEW OF OUR BUSINESS MODEL

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

We generate new clients by a variety of methods including:

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

MRSS India preparesPresentation/proposal consisting of:

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

Word of mouth

Its brand name in the market

Targeted pitching to short listed potential clients

Regular participation in events

Design & methodology of study

Study

Project Costing

Study Duration

Reduction in Risk Management

Some Advance payment upfront

Remaining on project completion with credit period as per industry norms



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


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OUR COMPETITIVE STRENGTHS

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

Strategic Marketing

Consultancy

Innovative Technology

Specialists with industry/sector

knowledge

Unique Knowledge

Management System

Multi Country Research Capability

Only listed Company in

market research

Senior researchers in the

industry

Categorized as SME

1. InnovativeTechnology:

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

2. Specialists with industry/sector knowledge:

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

3. Unique Knowledge Management System:

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



KNOWLEDGE PARTNERS 2016-17

SR. No.

Particulars

1. EFFIE Award 2016

2. ET Edge – Best School & Residential Schools in India 2016

3. ET Edge – Best Healthcare brands in India 2016

4. ET Edge – Best University and Institutes 2016

5. FICCI-UPTM 2017

6. FICCI-GITB 2017

7. FICCI WTS 2017

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


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STRATEGIC PARTERHIPS

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

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



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

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

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



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NOTICE

NOTICE is hereby given that the 5th Annual General Meeting of the Members of Majestic Research Services and Solutions Limited will be held on Monday, 25th September, 2017 at 3.00 P.M. at The Royal Orchid Suites - Vaswani Pinnacle Annex, White Field Main Road, Bengaluru - 560066 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, 2017 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, 2017 together with the report of the Auditors thereon.

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

3. RatificationofAuditor

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

“RESOLVED THAT pursuant to Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Companies (Audit and Auditors) Rules, 2014 (“Rules”) (including any statutory modification or re-enactment thereof, for the time being in force), the Company hereby ratifies the appointment of M/S R.T. Jain & Co. LLP, Chartered Accountants, (Firm Reg. no. 103961W/W100182), as Auditors of the Company to hold office from the conclusion of this Conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.

SPECIAL BUSINESS:

4. Appointment of Ms. Shwemabari RoaChandrakant (DIN: 01240062) as an Independent/ Women 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) an applicable regulations of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, Ms. Shwetambari Rao Chandrakant, (DIN: 01240062), who was appointed as an Additional Director (Independent) of the Company with effect from 10th May, 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 the ensuing 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/Women Director, be and is hereby appointed as an Non-Executive Independent/Women Director of the Company, for the period of five years starting from 10th May, 2017 to 9th May, 2022 and she is not liable to retire by rotation.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and to take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

5. Issue of Bonus Shares

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

“RESOLVED THAT in accordance with the provisions of Section 63 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014, the Securities and Exchange Board of India (“SEBI”) (Issue of Capital and Disclosure Requirements) Regulations, 2009 (“the ICDR Regulations”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and other applicable regulations, rules and guidelines issued by SEBI and the Reserve Bank of India (“RBI”) from time to time, the enabling provisions of the Articles of Association of the Company and subject to such approvals, consents, permissions, conditions and sanctions as



may be necessary from appropriate authorities and subject to such terms and modifications, if any, as may be specified while according such approvals and subject to acceptance of such conditions or modifications by the Board of Directors, consent of the members be and is hereby accorded to the Board of Directors of the Company (‘the Board’, which term shall include any Committee authorised by the Board to exercise its powers including powers conferred on the Board by this resolution) for capitalisation of a sum not exceeding ` 5.02 Crores (Rupees Five Crores Two Lakhs only) from and out of the securities premium account and/or any other permitted reserves/ surplus of the Company, as may be considered appropriate for the purpose of issue of bonus Equity Shares of ` 10/- (Rupees Ten only) each, credited as fully paid to eligible members of the Company holding Equity Shares of ` 10/- (Rupees Ten only) each of the Company whose names appear in the Register of Members on a ‘Record Date’ to be determined by the Board for this purpose, in the proportion of 1 (One) new fully paid-up equity share of ` 10/- (Rupees Ten only ) each for every 1 (One) existing fully paid-up equity share of ` 10/- (Rupees Ten only) each held by them and that the new bonus Equity Shares so issued and allotted shall, for all purposes, be treated as an increase in the paid-up capital of the Company held by each such member;

RESOLVED FURTHER THAT the bonus Equity Shares so allotted shall rank pari passu in all respects with the fully paid-up Equity Shares of the Company as existing on the Record Date;

RESOLVED FURTHER THAT the bonus Equity Shares so allotted shall always be subject to the terms and conditions contained in the Memorandum and Articles of Association of the Company;

RESOLVED FURTHER THAT in the case of members who hold Shares or opt to receive the Shares in dematerialised form, the Bonus Equity Shares shall be credited to the respective beneficiary accounts of the members with their respective Depository Participant(s) and in the case of members who hold Equity Shares in certificate form, the share certificate(s) in respect of the Bonus Equity Shares shall be despatched, within such time as prescribed by law and the relevant authorities;

RESOLVED FURTHER THAT the Board be and is hereby authorised to take necessary steps for listing of such Bonus Equity Shares on the Stock Exchanges where the securities of the Company are

presently listed as per the provisions of the Listing Regulations and other applicable regulations, rules and guidelines;

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things and to give such directions as may be necessary, proper, expedient or desirable and to settle any question, difficulty or doubt that may arise in this regard as the Board in its absolute discretion may deem necessary or desirable and its decision shall be final and binding.”

6. ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS:

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

“RESOLVED THAT pursuant to provisions of Section 23, 42, 62 and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof for the time being in force) and Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 and in accordance with the existing Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (hereinafter referred to as “SEBI (ICDR) Regulations”) and other Regulations/Guidelines issued by the Securities and Exchange Board of India (SEBI) other applicable laws, as may be applicable, and subject to all necessary approvals, consents, permission and/or sanctions of the Government of India, Reserve Bank of India, Foreign Investment Promotion Board, SEBI and/or any other competent authorities and the enabling provisions of the Memorandum of Association and Articles of Association of the Company and the Listing Agreement entered into by the Company with Stock Exchanges where the Shares of the Company are listed and subject to such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, consents, permissions or sanctions and which may be agreed to by the Board of Directors of the Company and subject to such terms and conditions as may be determined by the Board of Directors of the Company (hereinafter referred to as “the Board” which expression shall include any Committee which the Board may constitute to exercise its powers including powers conferred by this Resolution), the consent and approval of the Company be and is hereby accorded to the



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Board and the Board be and is hereby authorized in its absolute discretion to offer, issue and allot, on preferential basis upto 15,000 (Fifteen Thousand) Equity Shares of face value of Re.10/- (Rupee Ten Only) each at a price of ` 500 (Rupee Five Hundred Only) (including premium of ` 490 (Rupee Four Hundred Ninety only) each, being the price not lower than the minimum price calculated in accordance with the Regulations for Preferential Issue contained in Chapter VII of SEBI (ICDR) Regulations to:

Name of the proposed Allottee

No. of Equity Shares

proposed to beallotted

Category

Mr. Sarang Panchal 15,000 Managing Director & Promoter

RESOLVED FURTHER THAT the Board be and is hereby authorized to decide and approve the other terms and conditions of the issue and also to vary, alter or modify any of the terms and conditions in the proposal as may be required by the agencies/authorities involved in such issues but subject to such conditions as the Reserve Bank of India (RBI)/Securities and Exchange Board of India (SEBI)/Financial Institutions/Investment Institutions and/or such other appropriate authority may impose at the time of their approval and as agreed to by the Board;

RESOLVED FURTHER THAT the Equity Shares to be so created, offered, issued and allotted shall be subject to the provisions of the Memorandum and Articles of Association of the Company;

RESOLVED FURTHER THAT the aforesaid Equity Shares shall rank pari passu in all respects with the existing Equity Shares of the Company including Dividend;

RESOLVED FURTHER THAT in the event the record date to be fixed for the purpose of bonus issue, as set out at Item No. 5 of the notice, is prior to the allotment of Equity Shares in this issue than the number and/ or price of the Equity Shares shall be appropriately adjusted in accordance with the provisions of Chapter VII of SEBI (ICDR) Regulations, 2009 and other applicable law.

RESOLVED FURTHER THAT the relevant date, as stipulated in the Regulation 73(4) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 for determination of the Issue Price of Equity Shares, shall be thirty (30) days prior to the date of this meeting or in the case where the Relevant Date falls on Weekend/Holiday, the day preceding the Weekend/Holiday will be reckoned to be the Relevant Date;

RESOLVED FURTHER THAT the Equity Shares allotted on preferential basis shall be locked in for such period as prescribed in Regulation 78 of SEBI (ICDR) Regulations;

RESOLVED FURTHER THAT for the purpose of creating, issuing, offering and allotting Equity Shares of the Company as aforesaid, the Board be and is hereby authorized to list the Equity Shares on the exchanges where the existing Equity Shares of the Company are listed or to do and perform all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, desirable or appropriate to give effect to this resolution in all respects and in particular to settle any questions, difficulties or doubts that may arise with regard to the offering, issuing and allotting of the Equity Shares of the Company, as it may, in its absolute discretion, deem fit and proper.”

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

“RESOLVED THAT pursuant to the provisions of sections 2(94), 197, 198 and other applicable provisions, if any, of the Companies Act, 2013, read with Schedule V to the Companies Act, 2013 and Rules made thereunder (including any statutory modification or re-enactment thereof) and the terms of appointment and remuneration of Mr. Rajendra Kumar Sharma, Whole Time Director approved in the Extra-Ordinary General Meeting dated 7th July, 2014, the consent of the members of the Company be and is hereby accorded that in the event the Company has no profits or inadequate profits in any financial year during the currency of tenure of Mr. Rajendra Kumar Sharma, Whole Time Director, then he shall be paid the remuneration as per the agreement dated 8th July, 2014, which is also approved in the Extra-ordinary General Meeting dated 7th July, 2014, as minimum remuneration such that the overall remuneration to the managerial persons not exceeding ` 84 Lakhs pursuant to Schedule V (Part II, Section II) of the Companies Act, 2013 and with the liberty to the Board of Directors including any committee there of (“the Board”) to revise, amend, alter and vary the terms and conditions of his remuneration in such manner as may be permitted in accordance with the provisions of the Companies Act,2013 and schedule V or any modification thereto and as may be agreed to by and between the Board and Mr. Rajendra Kumar Sharma”.

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



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

“RESOLVED THAT pursuant to the provisions of sections 2(54), 197, 198 and other applicable provisions, if any, of the Companies Act, 2013, read with Schedule V to the Companies Act, 2013 and Rules made thereunder (including any statutory modification or re-enactment thereof) and the terms of appointment and remuneration of Mr. Sarang Panchal, Managing Director approved in the Extra-Ordinary General Meeting dated 7th July, 2014,the consent of the members of the Company be and is hereby accorded that in the event the Company has no profits or inadequate profits in any financial year during the currency of tenure of Mr. Sarang Panchal, Managing Director, then he shall be paid the remuneration as per the agreement dated 8th July, 2014, which is also approved in the Extra-ordinary General Meeting dated 7th July, 2014, as minimum remuneration such that the overall remuneration to the managerial persons not exceeding ` 84 Lakhs pursuant to Schedule V (Part II, Section II) of the Companies Act, 2013 and with the liberty to the Board of Directors including any committee there of (“the Board”) to revise, amend, alter and vary the terms and conditions of his remuneration in such manner as may be permitted in accordance with the provisions of the Companies Act,2013 and schedule V or any modification thereto and as may be agreed to by and between the Board and Mr. Sarang Panchal”.

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

9. Any other Business with the permission of chair.

By Order of the Board of DirectorsFor MajesticResearchServicesand

Solutions Limited

Sarang Panchal Managing Director

(DIN: 00046744)Mumbai, 29th August, 2017

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

NOTES:

1. Amemberentitledtoattendandvoteisentitledtoappointproxy(s)toattendandvoteinsteadofhimselfandproxy(s)neednottobeamemberof the Company. Pursuant to the provisionsof Section 105 of the Companies Act, 2013, a personcanactasaproxyonbehalfofnotmorethanfiftymembersandholdinginaggregatenotmore than ten percent of the total Share Capital oftheCompany.Membersholdingmorethantenpercent of total Share Capital of the Company may appoint a single person as proxy, who shall notactasaproxy foranyotherMember.TheInstrument of Proxy, in order to be effective,shouldbedepositedattheregisteredofficeofthe Company, duly completed and signed, not laterthan48hoursbeforethecommencementof the meeting. A proxy Form is annexed to this Report.ProxiessubmittedonbehalfoflimitedCompanies,societies,etc.,mustbesupportedby an appropriate resolution/ authority, asapplicable.

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

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

4. The Notice of the AGM along with the Annual Report 2016-17 is being sent to those who are members of the Company as on (Cut –Off Date) August 25, 2017 by electronic mode to those Members whose email addresses are registered with Company/ Depositories, unless any member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses physical copies are being sent by the permitted mode. A copy of the Notice of AGM along with the Annual Report is also available for download on website of the Company www.mrssindia.com. To support the ‘Green initiative’ Members who have not registered their email addresses are requested to register the same with Company’ s register and transfer agents, M/s Bigshare Services Private Limited/ Depositories.

5. The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, 20th September, 2017 to Monday, 25th September, 2017 (both days inclusive).



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

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

8. All the Members are requested to

i. Intimate immediately any changes in their address to Company’ Registrar and Share Transfer Agent

M/sBigshareServicesPrivateLimited1st 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 Agents

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

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

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

10. Members holding Shares in dematerialization form are requested to intimate all changes pertaining to their registered email addresses, bank details, NECS, mandates, nominations, power of attorney etc. to their Depository Participants. Changes intimated to the Depository Participants will then be automatically reflected in the Company’s records which will help the Company and its Registrar and Transfer Agents, 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

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

12. 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.

13. Company is exempted from conducting E – Voting vide Rule 20(2) of Companies (Management & Administration) Amendment Rule, 2015. So voting will be conducted by means of ballot paper at the Annual General Meeting.



ANNEXURE I TO THE NOTICEExplanatory Statement

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

The following explanatory statement, pursuant to sub - section (1) of section 102 of the Companies Act, 2013, set out all material facts relating to the business mentioned at the item 4 to 8 of the accompanying Notice dated 29th August, 2017.

ITEM 4

1. The Board of Directors based on the recommendation of Nomination and Remuneration Committee appointed Ms. Shwetambari Rao Chandrakant, (DIN: 01240062) as Additional Director under the category of Independent Director with effect from May 10, 2017. 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 but is eligible for appointment as a Director. The Company has received notice pursuant to Section 160 of the Companies Act 2013, along with the requisite deposit from a Member proposing her candidature for the office of Director of the Company at the forthcoming Annual General Meeting. The Board commends to the Members her appointment as an Independent Director of the Company.

2. Ms. Shwetambari Rao Chandrakant is a Law graduate. She holds membership of Bar Council of Karnataka. She started her career with K Law in 2004 and has been committed to K Law ever since. She is heading the Corporate and Commercial law practice in K Law, Bangalore. She has today, made K Law, one of the leading law firms in Bangalore.

A specialist in Corporate and Commercial Law, Ms. Shweta Rao Chandrakant has advised on several high value transactions involving structuring and setting up of business operations in India. She also specializes in Mergers & Acquisitions, Joint Ventures, Private Equity & Venture Capital, Inbound and Outbound Investments, Project Finance, Commercial Contracts, E-commerce and Corporate Restructuring transactions.

She is recognised as a leading lawyer for Corporate/M&A by Asialaw Leading Lawyers 2016

3. As per the provisions of Section 149 of the Act, an Independent Director shall hold office for a term up to five consecutive years on the Board of a Company and is not liable to retire by rotation. Ms. Shwetambari Rao Chandrakant has given declaration to the Board that she meets the criteria of independence as provided under Section 149 (6) of the Act.

4. Ms. Shwetambari Rao Chandrakant is a Non-Executive Director and considered as Independent based on the declaration received under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

5. In the opinion of the Board, she fulfills the conditions specified in the Act and the Rules made thereunder for appointment as Independent/Women Director and is independent of the management.

6. In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Ms. Shwetambari Rao Chandrakant is now being placed before the Members for their approval.

7. Ms. Shwetambari Rao Chandrakant may deemed to be concerned and interested in Item no. 4, as it relates to his appointment as Director under the category of Independent/Women Director of the Company. Other than the aforesaid Director none of the other Directors, Key Managerial Personnel or their respective relatives are in any way concerned or interested in the Resolutions mentioned at Item no. 4 of the Notice.

The Board commends the Resolutions at Item no. 4 of the Notice for acceptance by the Members.

ITEM 5

The Board of Directors at its meeting held on August 29, 2017, subject to consent of the members of the Company, approved and recommended issue of Bonus Equity Shares of ` 10/- (Rupees Ten only) each credited as fully paid-up to eligible members of the Company in the proportion of 1 (one) new fully paid-up equity share of ` 10/- (Rupees Ten only) each for every 1 (one) existing fully paid-up equity share of ` 10/- (Rupees Ten only) each by capitalising a sum not exceeding ` 5.02 Crore (Rupees Five Crore and Two lac only) out of securities premium account and/or any other permitted reserves / surplus of the Company, as may be considered appropriate.



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Article 168 of the Articles of Association of the Company permits capitalisation of any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts (including securities premium account), or to the credit of the profit and loss account, or otherwise available for distribution by applying the same towards payment of unissued Shares to be issued to the members as fully paid Bonus Shares.

None of the Directors or Key Managerial Person (KMP) of the Company or their relatives are, in any way, concerned or interested, financial or otherwise, in the resolution set out in item No. 5 of this Notice except to the extent of their shareholding in the Company.

The Board commends the Ordinary Resolution set out at Item No. 5 of this Notice for approval by the members.

ITEM 6

The following disclosure is made in accordance with the provisions of Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended thereof (hereinafter referred to as “SEBI (ICDR) Regulations”)

A. OBJECTS OF THE ISSUE:

In order to meet with its long term working capital requirements, Capex, expansion of current business activities and general corporate purposes, it is proposed to raise funds by issue of Equity Shares on preferential basis. The Board of Directors of the Company, at its meeting held on August 29, 2017 has decided to issue and allot upto 15,000 (Fifteen Thousand) Equity Shares of face value of ` 10/- (Rupee Ten Only) each on a preferential basis to Mr. Sarang Panchal (Managing Director and Promoter) at a price of ` 500 (Rupee Five Hundred Only) (including premium of ` 490 (Rupee Four Hundred Ninety only) each, being the price not lower than the minimum price calculated in accordance with the Regulations for Preferential Issue contained in Chapter VII of the SEBI (ICDR) Regulations as amended.

B. PROPOSAL OF THE PROMOTERS / DIRECTORS / KEY MANAGEMENT PERSONNEL TO SUBSCRIBE TO THE OFFER:

None of the Promoter/ Director/ Key Managerial Persons are subscribing to the offer except the following:Name of Applicant (Proposed Allottee)

Category Maximum No. of Equity Shares proposedtobeallotted

Mr. Sarang Panchal Managing Director & Promoter 15,000

C. NO CHANGE IN CONTROL:

The existing promoters of the Company will continue to be in control of the Company and there will not be any changes in the management/control of the Company as a result of the proposed preferential allotment.

D. SHAREHOLDING PATTERN BEFORE AND AFTER THE PROPOSED PREFERENTIAL ISSUE :

Sr. No

Category Pre-Issue Equity Holdings Preferential Allotment of Equity Shares

Post-Issue Equity Holdings *

No. of Shares

% of Share Holding


No. of Shares

% of Share Holding

A Promoter's Holding

1 Indian Promoters

Individual 914496 18.30 15000 929496 18.54

Bodies corporate 2087500 41.77 0 2087500 41.64

2 Foreign Promoters 0 0.00 0 0 0.00

Sub-total (A) 3001996 60.06 15000 3016996 60.18



Sr. No

Category Pre-Issue Equity Holdings Preferential Allotment of Equity Shares

Post-Issue Equity Holdings *

No. of Shares

% of Share Holding


No. of Shares

% of Share Holding

B Non-Promoters Holding

1 Institutions 0 0.00 0 0 0.00

2 Non-institutions:

Bodies corporate 81890 1.64 0 81890 1.63

Directors and relatives 0 0.00 0 0 0.00

Indian public 1705489 34.12 0 1705489 34.02

Others (including NRIs) 208625 4.17 0 208625 4.16

Sub-total (B) 1996004 39.94 0 1996004 39.82

Total (A+B) 4998000 100.00 15000 5013000 100.00

* On assumption that entire 15,000 Equity Shares will be allotted.

E. LOCK-IN PERIOD:

The Equity Shares to be allotted on preferential basis shall be locked in, for such period as prescribed in Regulation 78 of SEBI (ICDR) Regulations.

The entire pre preferential holding of the allottee, if any shall be locked in from the Relevant Date upto a period of six months from the date of trading approval granted by the BSE Limited, being the only Nationwide Trading Terminal where the Equity Shares of the Company are listed.

F. PROPOSED TIME WITHIN WHICH ALLOTMENT SHALL BE COMPLETED:

In accordance with Regulation 74 of the SEBI (ICDR) Regulations, the Company shall complete the allotment of the Equity Shares within a period of 15 days from the date of passing of the special resolution by the shareholders. Provided that where the allotment on preferential basis is pending on account of pendency of any approval of such allotment from any regulatory authority or the Central Government, the allotment shall be completed within a period of 15 days from the date of receipt of last such approvals.

The allotment of upto 15,000 Equity Shares will be completed in dematerialized form.

G. CERTIFICATE FROM AUDITORS:

The Statutory Auditors’ Certificate, as mandated under Regulation 73(2) of the SEBI (ICDR) Regulations, certifying that the proposed preferential issue is being made in accordance with the requirement of SEBI (ICDR) Regulations shall be laid before the shareholders at the Annual General Meeting and shall be available for inspection at the Registered Office of the Company on all working days between 11.00 a.m. to 1.00 p.m. till the date of passing of the special resolution.

H. IDENTITY OF NATURAL PERSONS WHO ARE THE ULTIMATE BENEFICIAL OWNERS OF THE SHARES PROPOSED TO BE ALLOTED AND/OR WHO ULTIMATELY CONTROL THE PROPOSED ALLOTTEE AND THE PERCENTAGE OF POST PREFERENTIAL ISSUE CAPITAL THAT MAY BE HELD BY THE ALLOTTEE:



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The proposed allottee of 15,000 Equity Shares issued pursuant to the Special Resolution at Item No. 6 of the Notice and the percentage of the expanded capital to be held by them after the proposed allotment of the said Equity Shares to them are as under:

Identity of Proposed allottee

Identity of Natural Persons Who are the UltimateBeneficial

Owners

Category Pre-Holding No. of Equity Shares

proposed tobe

issued

Post- Holding *Shares % Shares %

Sarang Panchal

Sarang Panchal Managing Director & Promoter

1 0.00 15,000 15,001 0.30

* On assumption that entire 15,000 Equity Shares will be allotted.

The consent of the Members is sought for the issue of Equity Shares, in terms of Section 62 of the Companies Act, 2013, and all other applicable provisions of the Companies Act, 2013 and in terms of the provisions of the ICDR Regulations and the listing agreements entered into by the Company with the stock exchange, where the Company’s Equity Shares are listed.

I. PERSONS TO WHOM ALLOTMENT ON PREFERENTIAL BASIS HAVE BEEN MADE DURING THE YEAR

During the Financial Year, the Company has not issued any Shares on Preferential basis or Private Placement basis other than mentioned above.

J. PRICING:

The Equity Shares will be issued on preferential basis at a price of ` 500 (Rupee Five Hundred Only) (including premium of ` 490 (Rupee Four Hundred Ninety only) each, being the price not lower than the minimum price calculated in accordance with Regulations 76 of the SEBI (ICDR) Regulations as amended for Preferential Issue.

K. UNDERTAKINGS

In terms of the SEBI (ICDR) Regulations, the Company hereby undertakes that:

1. It shall re-compute the price of the Equity Shares in terms of the provisions of SEBI (ICDR) Regulations, where it is required to do so.

2. If the amount payable on account of the re-computation of price is not paid within the time stipulated in the SEBI (ICDR) Regulations, the underlying Equity Shares shall continue to be locked-in till the time such amount is paid by the proposed allottee.

L. RELEVANT DATE:

“Relevant Date” will be 30 days prior to the date of this meeting of the Shareholders of the Company or in the case where the Relevant Date falls on Weekend/Holiday, the day preceding the Weekend/Holiday will be reckoned to be the Relevant Date.

M. OTHER DISCLOSURES

1. It is hereby confirmed that neither the Company nor any of its Promoters or Directors are a willful defaulter.

2. Except Mr. Sarang Panchal, Managing Director of the Company, None of the Directors or Key Managerial Person (KMP) of the Company or their relatives are in any way, concerned or interested, financial or otherwise, in the resolution set out in item No. 6 of this Notice except to the extent of their shareholding in the Company.

The Board recommends the Special Resolution set out at Item No. 6 of the notice for approval by the members.



ITEM 7 AND 8

The Members at their Extra-Ordinary General Meeting dated 7th July, 2014 had approved the appointment and remuneration of the following Executive Directors:-

Sr. No.

Name Designation Salary & Perquisites Term

1 Mr. Rajendra Kumar Sharma

Whole Time Director ` 1,62,000 Per Month From 13th June, 2014 to 13th June, 2019

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

In the event the Company has no profits or its profits are inadequate in any Financial Year during the currency of the tenure of the managerial person then the managerial persons shall be paid the remuneration as per the agreement dated 8th July, 2014, which is also approved in the Extra-ordinary General Meeting dated 7th July, 2014, as minimum remuneration such that the overall remuneration to the managerial persons not exceeding ` 84 Lakhs pursuant to Schedule V (Part II, Section II) of the Companies Act, 2013.

The table below shows the amount which can be paid to managerial personnel as Managerial Remuneration as provided under (A) of Section II, Part II of Schedule V of the Companies Act, 2013.

Particulars Salary and Perquisites payableduringaFinancial

Year (A)

Maximumpermissiblelimit(Pro-Ratabasis)

(B)

Excess payment (A-B)

In case Company has no profits or its profits are inadequate

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

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

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

I. General Information:1. Nature of Industry Market Research Services 2. Date of Commencement of Business 2nd May 20123. Financial performance based on given indicators

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

2014-15 550.77 53.30 Nil2015-16 1112.96 190.02 Nil2016-17 2293.04 463.07 Nil

4. Foreign investments or collaborations, if any NIL

II. Informationabouttheappointee:

1. Background Details Mr. Rajendra Kumar Sharma

Mr. Sarang Panchal

2. Past Remuneration ` 15 Lakhs (in the Financial Year 2016-17)

` 55.20 Lakhs (in the Financial Year 2016-17)

3. Recognition or awards Received Digital Entrepreneur of the Year award at MOBBYS AWARDS

-



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4. Job Profile and his suitability Having more than 16 years of experience in finance, banking and investments. He is responsible for arranging funds for expansion, monitoring the corporate finance and accounts, ensuring timely completion of internal and statutory audits matters of our Company

Having aggregate experience of 31 years in the field of marketing

5. Remuneration Proposed ` 1,62,000 per month as minimum remuneration in case of no profits or inadequate profits

` 4,60,000 per month as minimum remuneration in case of no profits or inadequate profits

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

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

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

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

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

III. Other Information:

1. Reasons of loss or inadequate profits High Project CostPressure on pricing

2. Steps taken or proposed to be taken for improvement To launch new methodology for costingTo Cost control measures Enhance performance

3. Expected increase in productivity and profits in measurable terms‡

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

IV. Disclosures: Other disclosures under Corporate Governance are not applicable.

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

The Board recommends the Ordinary Resolution set out at Item No. 7 and 8 of the notice for approval by the members.

By Order of the Board of DirectorsFor MajesticResearchServicesand

Solutions Limited


(DIN: 00046744)Mumbai, 29th August, 2017



ANNEXURE II TO THE NOTICE

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

Annexure of Item No: 02

Name of Director Sarang Jayant PanchalDIN 00046744Date of Birth 03/08/1961DateoffirstAppointment 13/06/2014Qualification Bachelor of Commerce and Master’s Degree in

Management StudiesExpertiseinspecificfunctionalareasandExperience He has more than 31 Years of experience in field of

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

1 Equity Shares



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

ANNUAL GENERAL MEETINGROUTE MAP:LANDMARK :



To,TheMembers,

Majestic Research Services and Solutions Limited (MRSS India)

Your Directors have pleasure in submitting the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2017.

1. FINANCIAL SUMMARY

(` in Lakhs)Particulars 2016-17 2015-16Total Revenue 2296.62 1127.50

Total Expenses 1597.22 846.01

Profit or Loss before Exceptional and Extraordinary items and Tax

699.40 281.49

Less: Exceptional Items - -

Less: Extraordinary Items

- -

Profit or Loss before Tax 699.40 281.49

Less: Current Tax (242.92) (93.38)

Deferred Tax (Liability)/ Asset

6.59 2.52

Profit or (Loss) After Tax 463.07 190.02

Add: Balance as per last Balance Sheet

258.12 68.11

Less: Transfer to Reserves

- -

Balance Transferred to Balance Sheet

1519.19 258.12

2. REVIEW OF OPERATIONS

During the year under review, revenue of the Company was ` 2296.62/-(In Lakhs) as compared to ` 1112.96/- in the corresponding previous year. The Company earned profit after tax of ` 463.07/-as compared to ` 190.02/- in the previous year. The Company’s Reserves and Surplus increased from ` 258.12/- to ` 1519.19/-. 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

With a view to plough back the profits, your Directors do not recommend any Dividend on the Equity Share for the financial year under review.

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

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

5. CHANGE IN SHARE CAPITAL AND FURTHER PUBLIC OFFER

During the Year, the Company has completed the Further Public Issue (FPO) and raised a total Capital 998.64 Lakhs comprises of fresh issue of 8,76,000 Equity Shares of face value of `10/- (Rupees Ten Only) each for cash at a premium of ` 104/- Per Share. The Equity Shares of the Company were first listed on BSE SME Platform on 16th July, 2015 and the Company has issued 8,76,000 fresh equity shares through Further Public Offer (FPO) which got listed and were permitted to trade with effect from Wednesday, December 14, 2016 on the SME Platform of BSE Limited and subsequent to this the Paid-up Share Capital of the Company is increased from ` 4,12,20,000 (Rupees Four Crore Twelve Lakhs Twenty Thousand) divided into 41,22,000 (Forty One Lakhs Twenty Two Thousand) Equity Shares of ` 10/- (Rupees Ten Only) each to ` 87,60,000 (Rupees Eighty Seven Lakhs Sixty Thousand) divided into 8,76,000 (Eight Lakhs Seventy Six Thousand) Equity Shares of ` 10/- (Rupees Ten Only).

6. USE OF PROCEEDS

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

7. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

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

BOARD’S REPORT


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8. FINANCE

Cash and Bank Balance as at 31st March, 2017 was ` 1247.70 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

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

A) LoansProvided:-

Sr. No

Name of Parties Opening Balance (In

`)

Amount of Transaction

during the Year (In `)

Amount of Repayment

(In `)

Closing Balance

(In `)

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

1.51 1.13 NIL 2.64

B) GuaranteesProvided:-NIL

C) InvestmentsMade:-NIL

11. INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT

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

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

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

(a) 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

(i) the effort made towards technology absorption

Nil

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

Nil

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

Nil

(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

Nil

(c) Foreign Exchange Earnings and Outgo

(` in Lakhs)

Particulars 2016-17 2015-16Foreign Exchange earnings (inflow) 883.06 551.64

Foreign Exchange outgo (outflow) 42.64 35.02

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. Sonali Gamne resigns as Company Secretary with effect from 9th January, 2017. The Board of Directors wishes to place on record her appreciation for contribution made by Ms. Sonali Gamne during her tenure as a Company Secretary.

Ms. Kajal Sudani has been appointed as Company Secretary of the Company with effect from 9th January, 2017 in place of Ms. Sonali Gamne.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sarang Panchal - Managing Director (DIN: 00046744) of the Company is liable to retire by rotation in the ensuing Fifth Annual General Meeting and being eligible seeks re-appointment.

15. COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF

Board of Directors:

Category Name of DirectorExecutive and Non Independent Director

Mr. Rajendra Kumar SharmaMr. Sarang Panchal

Non-Executive and Independent Director

Mr. Rupesh BhujbalMs. Priamvada Princeton Mr. Rajesh Oberoi

Audit Committee:

Sr. No.

Name Status in Committee

1 Rupesh Bhujbal Chairman

2 Priamvada Princeton Member

3 Rajesh Oberoi Member

4 Sonali Gamne (till 09.01.2017)

Secretary

5. Kajal Sudani (w.e.f. 09.01.2017)

Secretary


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Nomination And Remuneration Committee:

Sr. No.


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

09.01.2017)Secretary


Secretary

Stake Holders Relationship Committee:

Sr. No.


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

09.01.2017)Secretary


Secretary

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.

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 March31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as ‘Significant Accounting Policies’ have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

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

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

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

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

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. SUBSIDIARY AND JOINT VENTURE COMPANIES

WHOLLY OWNED SUBSIDARY

• WHOLLY OWNED SUBSIDARY COMPANY

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

Company was incorporated on 12th August, 2014. The Company earned a profit after tax of ` 6082/- Your Company had entered into a share subscription and shareholder’s agreement on January 23, 2015 with Mr. Mukund Tripathi and Mrs. Deepa Tripathi for acquisition of 7,000 shares comprising 70% of holding of Emtee Research & Consultants Private Limited and further on February 08, 2016 Company had acquired balance 30% holding of Emtee Research & Consultants Private Limited and consequent to this it becomes wholly owned subsidiary of Majestic Research Services and Solutions Limited and further with effect from February 19, 2016, the name of the Company’s wholly owned subsidiary has been changed to “Atrevido Research And Consultants Private Limited”. The silent features of financial statement of subsidiary in form AOC-1 is attached as “Annexure A” which forms part of this report.

22. MERGERS, ACQUISITIONS AND DIVESTMENT

Your Company had divest its shareholding in Scent analysis Majestic Private Limited to its JV partner Analysis the Scent International GmbH. The decision to divest from this business was due strategic differences in the business model to be followed. MRSS believes that the services it offers its clients should not be restrictive and not from one single partner only. MRSS prefers to be an aggregator of ‘Market Research Technologies’

and so would be the case in the area of ‘Sensory Research’

The Company has transferred 50% Stake and control in Scent Analysis Majestic Private Limited to Analysis the Scent International GmbH and its nominee on 28th December, 2016.

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.


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

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

27. STATUTORY AUDITORS

M/s R T Jain & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No. 103961W/W100182), who is the Statutory Auditor of your Company, hold office until the conclusion of the Eighth AGM to be held in the year 2020, subject to ratification of its appointment at every AGM. The Members, year on year, will be requested, to ratify its appointment as Auditor and 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.

Members will also be requested to pass a resolution for ratification of Auditor.

28. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Alka Gattani & Company, Practicing Company Secretary, have been appointed as a Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for Financial Year 2017-2018. The report of the Secretarial Auditor is enclosed as “Annexure-D”.

29. INTERNAL AUDITOR

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s. S Chandulal & Co, Chartered Accountants, Mumbai have been appointed as an Internal Auditors 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.

30. 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 `69.04 Lakhs as on March 31, 2017 for a period of more than six months from the date they became payable. However as on date the dues has been paid and the Board is trying to maintian utmost financial discipline and avoid delay in payment of statuatory dues.

31. 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, 2016 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.

32. PARTICULARS OF EMPLOYEES

There was no employee who was employed throughout the year or part thereof and in receipt of remuneration aggregating to `60,00,000/- p.a or more or who was employed for part of the year and in receipt of remuneration aggregating to `5,00,000/- p.m or more.

PARTICULARS AS PER RULE 5 OF THE COMPANIES (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.

33. CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform is exempted from provision of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing



Obligations and Disclosure Requirements) Regulations, 2015. Hence no corporate governance report is disclosed in this Annual Report. However we have complied with the relevant provision of the Companies Act, 2013 and rules thereunder with regards to formation of committies.

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

Aggregatenumberofshareholders and the outstanding shares in the suspense account lyingatthebeginning

of the year

Numberofshareholders who approached listed

entity for transfer of shares from suspense

account during the year

Numberofshareholders to whom

shares were transferred from suspense account

during the year

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

year

NIL NIL NIL NIL

35. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135(1) and 135(5) of the Companies Act, 2013 regarding constitution of Corporate Social Responsibility (CSR) Committee and spending of atleast 2% of average net profit are not applicable to the Company.

36. ACKNOWLEDGEMENTS

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

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

ForandonbehalfoftheBoard

Rajendra Kumar Sharma(Chairman and Whole Time Director)

DIN: 06879460

Mumbai, 29th August, 2017


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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)

PART “A”:- SUBSIDARY

Sr. No.

Particulars FY 2016-2017

1 Name of the Subsidiary ATREVIDO RESEARCH AND CONSULTANTS PRIVATE LIMITED

(Earlier Known as Emtee Research & Consultants Private Limited)

2 Reporting Period 01-04-2016 to 31-03-20173 Reporting Currency & Exchange Rate INR4 Share Capital as on 31-03-2017 1.005 Reserve & Surplus as on 31-03-2017 (0.023)6 Total Assets as on 31-03-2017 4.067 Total Liabilities as on 31-03-2017 3.098 Details of Investments as on 31-03-2017 0.009 Turnover from 01-04-2016 to 31-03-2017 0.0010 P/(L) before Tax from 01-04-2016 to 31-03-2017 0.1511 Provision for Taxation Including Deferred Tax (0.09)12 P/(L) after Tax from 01-04-2016 to 31-03-2017 0.0613 Proposed Dividend NIL14 % of Shareholding 100.00%

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

2. Name of subsidiaries which have been liquidated during the Year 2016-17 :- 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. NameofJointVentureswhichhavebeenliquidatedduringtheYear2016-17:-Scent analysis Majestic Private Limited.

The Company has transferred 50% Stake and control in Scent Analysis Majestic Private Limited to Analysis the Scent International GmbH and its nominee on 28th December, 2016.

For and on behalf of the BoardSarang Panchal Rajendra Sharma Kajal Sudani(Managing Director) (Whole Time Director) (Company Secretary)DIN: 00046744 DIN: 06879460




“Annexure B to Board’s Report”

FORM AOC-2(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies

(Accounts) Rules, 2014)

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

Details of contracts or arrangements or transactions not at arm’s length basis:

1. Name(s) of the related party and nature of relationship: Nil2. Nature of contracts/arrangements/transactions Nil3. Duration of the contracts / arrangements/transactions Nil4. Salient terms of the contracts or arrangements or transactions Nil5. Justification for entering into such contracts or arrangements or Nil6. Date(s) of approval by the Board Nil7. Amount paid as advances, if any Nil8. Date on which the special resolution was passed in general meeting as required under

first Proviso to section 188Nil

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

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

(b) Nature of contracts/arrangements/transactions:

Sales of products were at arm’s length price.

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

Sales of Services Parent Company

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

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

Sales of Services Undecided

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

(e) Date(s) of approval by the Board (if any): - 11/05/2016

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

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



DIN: 06879460



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“Annexure C to Board’s Report”

FORM NO. MGT – 9

EXTRACT OF ANNUAL RETURN AS ON FINANCIAL YEAR ENDED ON March 31, 2017

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 02/05/20123. Name of the Company Majestic Research Services And Solutions Limited4. Category/Sub-category of the Company Company Limited by Shares / Indian Non- Government

Company5. Address of the Registered office & Contact

details2nd Floor, Kalpak Arcade, No. 46/17, Church Street Bangalore Karnataka - 560001

6. Whether listed Company Yes7. 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/services

NIC Code of the Product / service

%tototalturnoveroftheCompany

1. Market Research 9981 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.

Name and Address of the Company

CIN /GLN Holding/Subsidiary/Associate Companies

% of shares held

ApplicableSections

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

U74900DL2014PTC270244 Wholly Owned Subsidiary Company

100.00 2(87)

2. Scent Analysis Majestic Private Limited*

U72200MH2014PTC258626 Joint Venture 0 2(6)

*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.



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

A) Category-wise Share Holding:

Category of Shareholders No.ofSharesheldatthebeginningoftheyear[As on 01-April-2016]

No. of Shares held at the end of the year [As on 31-March-2017]

% Changeduring

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 22.19 9,14,496 0 9,14,496 18.30 (3.89) b) Central Govt. or State Govt. 0 0 0 0 0 0 0 0 0c) Bodies Corporates 20,87,500 0 20,87,500 50.64 20,87,500 0 20,87,500 41.76 (8.87)d) Bank/FI 0 0 0 0 0 0 0 0 0e) Any other (spcified as under) 0 0 0 0 0 0 0 0 0SUB TOTAL: (A) (1) 30,01,996 0 30,01,996 72.83 30,01,996 0 30,01,996 60.06 (12.76)(2) Foreign a) Individuals (NRIs/ Foreign Individual) 0 0 0 0 0 0 0 0 0b) Bodies Corp. 0 0 0 0 0 0 0 0 0c) Banks/FI 0 0 0 0 0 0 0 0 0d) Any other… 0 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter (A)= (A)(1)+(A)(2)

30,01,996 0 30,01,996 72.83 30,01,996 0 30,01,996 60.06 (12.76)

B. PUBLIC SHAREHOLDING 0 0 0 0 0 0 0 0(1) Institutions 0 0 0 0 0 0 0 0 0a) Mutual Funds 0 0 0 0 0 0 0 0 0b) Banks/FI 0 0 0 0 0 0 0 0 0C) Central/State Govt(s) 0 0 0 0 0 0 0 0 0d) Venture Capital Funds 0 0 0 0 0 0 0 0 0e) Insurance Companies 0 0 0 0 0 0 0 0 0f) FIIs 0 0 0 0 0 0 0 0 0g) Foreign Venture Capital Investor 0 0 0 0 0 0 0 0 0h) Qualified Foreign Investor 0 0 0 0 0 0 0 0 0i) Foreign Portfolio Investors

(Corporate)0 0 0 0 0 0 0 0 0

(j) Others (Individuals) 0 0 0 0 0 0 0 0 0SUB TOTAL (B)(1): 0 0 0 0 0 0 0 0 0(2) Non Institutions a) Bodies Corp. i) Indian 60,000 0 60,000 1.46 1,31,471 0 1,31,471 2.63 1.17ii) Overseas 0 0 0 0 0 0 0 0 0b) Individuals i) Individual shareholders holding

nominal share capital up to ` 1 lakh4,55,000 4 4,55,000 11.04 10,22,160 4 10,22,160 20.45 9.41

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

5,85,000 0 5,85,000 14.19 7,36,900 0 7,36,900 14.74 0.55

c) Others (specify)i) Non Resident Indians 15,000 0 15,000 0.12 76,800 0 76,800 1.54 1.42ii) Foreign Nationals 0 0 0 0 0 0 0 0 0iii) Clearing Member 5,000 0 5,000 0.36 28,669 0 28,669 0.57 0.21iv) Trusts 0 0 0 0 0 0 0 0 0v) Foreign Bodies 0 0 0 0 0 0 0 0 0SUB TOTAL (B)(2): 11,20,000 4 11,20,004 27.17 19,96,000 4 19,96,004 39.94 12.76TotalPublicShareholding(B)=(B)(1)+(B)(2)

11,20,000 4 11,20,004 27.17 19,96,000 4 19,96,004 39.94 12.76

C. SharesheldbyCustodianforGDRs & ADRs

0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 41,21,996 4 41,22,000 100 49,97,996 4 49,98,000 100 0


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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 and Services Limited

20,87,500 50.64 4.70 20,87,500 41.76 0 (8.88)

2. Mr. Rajendra Kumar Sharma 9,14,495 22.19 0 914,495 18.30 0 (3.89)

3. Mr. Sarang Panchal 1 0 0 1 0 0

Total 30,01,996 72.83 4.70 30,01,996 60.06 0 (12.77)

C) Change in Promoters’ Shareholding:

Sr. No.

Particulars

Shareholdingatthebeginningof the year

CumulativeShareholdingduringthe year

No. of shares % of total shares of the company

No of shares % of total shares of the company

1. Majestic Market Research Support and Services LimitedAt the beginning of the year (01.04.2016)

20,87,500 50.64 20,87,500 50.64

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

No change in Number of Shares held

Percentage of Shareholding Changed due

to Allotment of Shares in FPO on

9th December, 2016




9th December, 2016At the end of the year (31.03.2017) 20,87,500 41.76 20,87,500 41.76

2. Rajendra Kumar SharmaAt the beginning of the year (01.04.2016)

9,14,495 22.19 9,14,495 22.19

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




9th December, 2016




9th December, 2016At the end of the year (31.03.2017) 9,14,495 18.30 9,14,495 18.30

3. Sarang PanchalAt the beginning of the year (01.04.2016)

1 0 1 0

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

No change No change No change No change

At the end of the year (31.03.2017) 1 0 1 0



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

CumulativeShareholdingduring the year

Sr. No

Name NumberofShares

% of total shares of the

company

NumberofShares


company1 Sanjay Popatlal Jain

At the beginning of the year 5,000 0.12 5,000 0.12Increase In Shareholding during the year (Buying of Shares)

83,800 1.68 88,800 1.68

Decrease In Shareholding during the year (Selling of Shares)

(36,900) (0.74) 51,900 1.04

At the end of the year 51,900 1.04 51,900 1.042 Utsav Pramodkumar Shrivastav

At the beginning of the year 0 0 0 0Increase In Shareholding during the year (Buying of Shares)

75,600 1.51 75,600 1.51


(24,600) (0.49) 51,000 (0.49)

At the end of the year 51,000 1.02 51,000 1.023 Rajnikant Mohanlal Shah


1,00,800 2.02 1,00,800 2.02


(50,400) (1.01) 50,400 1.01

At the end of the year 50,400 1.01 50,400 1.014 Amit Arora


46,600 0.93 46,600 0.93


0 0 0 0

At the end of the year 46,600 0.93 46,600 0.935 Alpna Varshney


43,200 0.86 43,200 0.86


0 0 0 0

At the end of the year 43,200 0.86 43,200 0.866 Kushal Jayesh Khandwala


40,800 0.82 40,800 0.82


0 0 0 0

At the end of the year 40,800 0.82 40,800 0.82


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For Each of the Top 10 Shareholders Shareholding at the beginningoftheyear


Sr. No

Name NumberofShares


company

NumberofShares


company7 Mina Mehta


0 0 0 0


0 0 0 0

At the end of the year 40,000 0.80 40,000 0.808 Pradipkumar Dhirajlal Mehta


0 0 40,000 0.97


(2,500) (0.05) 37,500 0.75

At the end of the year 37,500 0.75 37,500 0.759 Rajendra Shubhkaran Khemka


75,000 1.50 75,000 1.50


(42,900) (0.86) 32,100 0.64

At the end of the year 32,100 0.64 32,100 0.6410 Kishan Gopal Mohta


25,200 0.50 25,200 0.50


0 0 0 0

At the end of the year 25,200 0.50 25,200 0.5011. Chander Mohan Bhatia

At the beginning of the year 1,20,000 2.91 1,20,000 2.91Increase In Shareholding during the year (Buying of Shares)

0 0 0 0


(1,20,000) (2.91) (1,20,000) (2.91)

At the end of the year 0 0 0 012. Kokila Gupta


0 0 0 0


(85,000) (2.06) (85,000) (2.06)

At the end of the year 0 0 0 0

Note: Change in % of shareholding at the end of the year in comparison with at the beginning of the year is due to allotment of shares in FPO on 9th December, 2016.



E) Shareholding of Directors and Key Managerial Personnel:

Sr. No

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginningoftheyear


No. of Shares

% of totalShares of the

Company

No. of Shares

% of totalShares of the

Company1. Rajendra Kumar Sharma

At the beginning of the year 9,14,495 22.19 9,14,495 22.19Change during the Year No change

in Number of Shares held


to Allotment of Shares in

FPO on 9th December,

2016

No change in Number of Shares

held


to Allotment of Shares in

FPO on 9th December,

2016At the end of the year 9,14,495 18.30 9,14,495 18.30

2. Sarang Panchal At the beginning of the year 1 0 1 0Change during the Year No Change No Change No Change No ChangeAt the end of the year 1 0 1 0

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

(` in Lakhs)Secured

Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtednessatthebeginningofthefinancialyeari) Principal Amount 69.75 1.00 - 70.75ii) Interest due but not paid - - - -iii) Interest accrued but not due - - - -Total (i+ii+iii) 69.75 1.00 - 70.75ChangeinIndebtednessduringthefinancialyear*Addition - 61.82 - 61.82*Reduction (69.75) (30.08) - (99.83)Net Change (69.75) 31.74 - (38.01)Indebtednessattheendofthefinancialyeari) Principal Amount - 32.74 - 32.74ii) Interest due but not paid - - - -iii) Interest accrued but not due - - - -Total (i+ii+iii) - 32.74 - 32.74


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VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sr. No

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

Kumar Sharma (Whole Time

Director)

Mr. Sarang Panchal

(Managing Director)

1 Gross salary(a) Salary as per provisions contained in section

17(1) of the Income-tax Act, 196115.00 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

Sr. No.

Particulars of Remuneration Name of the Directors Total Amount Rupesh Bhujbal

PriamvadaPriceton

Rajesh Oberoi

1 Independent Directors 0 0 0 0Fee for attending Board Committee Meetings

0 0 0.30 0.30

Commission 0 0 0 -Others, please specify 0 0 -Total (1) 0 0 0.30 0.30

2 OtherNonExecutiveDirectors 0 0 -Fee for attending Board Committee Meetings

0 0 -

Commission 0 0 0 0Others, please specify 0 0 0 0Total (2) 0 0 0 0Total (B)=(1+2) 0 0 0 0Total Managerial Remuneration 0 0 0.30 0.30



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

Sr. No.

Particulars of Remuneration Key Managerial Personnel

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

Income Tax Act, 1961. 3.55 3.55

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

Tax Act, 19610 0

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

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

5 Others, please specify 0 0Total 3.55 3.55

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies

Act

Brief Description

Details of Penalty /

Punishment/ Compounding

Authority [RD / NCLT/ COURT]

Appeal made, ifany(give

Details

fees imposedA. Company

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

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

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

By Order of the Board of Directors ForMajesticResearchServicesandSolutionsLimited


(DIN: 00046744)



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“Annexure D to Board’s Report”

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2017[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)

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

Based on my verification of the MAJESTIC RESEARCH SERVICES AND SOLUTIONS LIMITED books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in my opinion, the Company has, during the audit period covering the Financial Year ended on March 31, 2017 (‘Audit period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by MAJESTIC RESEARCH SERVICES AND SOLUTIONS LIMITED for the Financial Year ended on March 31, 2017 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 there under;

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

(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 an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(e) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(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.



Following laws were not applicable to the Company during the Audit period:

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

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

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

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

We 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.

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

We 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 is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent well 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.

All decisions were carried through unanimously as recorded in the minutes of the Meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there were no specific events/actions in pursuance of any of the above referred laws, rules, regulations, guidelines etc., having a major bearing on the Company affairs except as mentioned below:

1. The Company has issued 8,76,000 fresh equity shares through Further Public Offer (FPO) which got listed and were permitted to trade with effect from Wednesday, December 14, 2016 on the SME Platform of BSE Limited.

2. The Company has made Divestment of stake in Joint Venture (Scent Analysis Majestic Private Limited) between the Company and Analysis the Scent International GmbH.

Alka Gattani and Co. (Company Secretaries)

Alka Gattani Proprietor

ACS No. 40269 Certificate of Practice No. 16738

Mumbai, August 29, 2017

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


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

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

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

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

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

Alka Gattani and Co. (Company Secretaries)

Alka Gattani Proprietor

ACS No. 40269 Certificate of Practice No. 16738

Mumbai, August 29, 2017

‘Annexure A’



“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 2016-17, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2016-17 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 2016-17 (

` in Lakhs)

% Increase in Remuneration in the FY 2016-17

Ratio of Remuneration

of each Director to median

remuneration if employees

Comparison of the

Remuneration of the KMP against Performance of the Company

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

55.20 50.00% 13.00:1 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 (27.67)% 3.53:1

3 Ms. Kajal Sudani (Company Secretary)

0.74 # 0.17:1

# 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 ` 4.25 Lakhs. In the FY 2016-17, the median remuneration of employees was 84.60% higher compared to previous year.

3) There were 23 permanent employees on the Payroll of the Company as on 31 March 2017.

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 31-03-2017 As on 31-03-2016 VariationMarket Capitalization (`in Lakhs)

9771.09 2926.62 6844.47 / 233.87%

P/E Ratio 18.54 14.20 4.34 / 30.56%

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 31/03/2017 ` 195.50 2 Rate at which equity shares were offered to public at Further Public Issue

(FPO) ` 114.00

3 Increase / Decrease (in %) 71.49%


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6) Average percentage increase already made in the salaries of employees other than the Managerial Personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration:

There is no average percentage increase made in the salaries of employees other than the managerial Personnel except variable pay of employees which is linked with performance of company. Whereas the total Managerial Remuneration for the same period was increased by 21% and there were no exceptional circumstances for increase in the Managerial Remuneration.

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

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

Officer2.46% 8.08%

Rajendra Kumar Sharma Whole Time Director and Chief Financial Officer

0.65% 2.14%

Kajal Sudani Company Secretary 0.03% 0.11%

As the Company is in its nascent stage and listed a year ago so the KMP’s are drawing less remuneration compared with the performance of company and industry trend. The Total Remuneration of Key Managerial Personnel Increased by 21% from ` 62.00 Lakhs in 2015-16 to ` 75.03 Lakhs in 2016-17 whereas the Profit before Exceptional Items and Tax increased by 148.46% from ` 281.48 Lakhs in 2015-16 to ` 699.40 Lakhs in 2016-17.

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

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

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

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



DIN: 06879460Mumbai, 29th August, 2017



MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Macro-EconomicOverview

India has the fourth largest economy in the world by purchasing power parity. Against a background of global instability, India registered a growth of 7.6% during the financial year 2016, becoming the fastest growing major economy in the world. During the same period, Macroeconomic parameters such as inflation, fiscal deficit and current account balance all exhibited signs of improvement. The financial year 2016 has also witnessed the launch of several government programs and initiatives designed to boost manufacturing, industrial growth, foreign direct investment and ease of doing business. Financial, insurance, real estate and professional services are estimated to have achieved double-digit growth for the financial year 2016. The industrial sector, broadly comprising mining, manufacturing, electricity and construction is estimated to have grown to 7.3% of India’s economy for the financial year 2016 from 5.9% for the financial year 2015 The Macroeconomic stability has improved substantially with the continuance of fiscal prudence, lower inflation, lower current account deficit, and robust foreign exchange reserves. In light of the stable performance of the economy, buoyant tax revenues, increasing foreign direct investment flows and the Government’s push for reforms in crucial areas including banking, infrastructure, power and taxation, the near term prospects for the economy look bright. Several multilateral institutions have projected strengthening of growth in India. Over the longer term, more globalization, demographic shifts and technology are expected to drive economic growth.

IndustryOverview

The market research industry saw net growth of 2.2% last year, reaching a total of US$44.3bn in 2015, according to the Esomar Global Market Research report 2016.

The global annual revenue of the market research Industry is estimated around 45 billion dollars. Though the United States of America and Europe continue to lead till now, other countries of the world including India, China, Brazil, and Russia are showing greater promise as the demand in these countries for the market research related services are increasing consistently.

India Market Research provides an idea of the business and the consumer market pattern. They pave the way to economic and business development and help to generate profit for the country. An extensive Market Research in India takes care of all the queries of the marketers - giving them the required information for a smooth marketing journey. Market research involves giving insight to all the categories of marketing - valuation, distribution, promotion of product and services. For betterment and improvement, market research is absolutely essential.

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. We continue to enhance our core competency in Market Research industry by improving insight approaches and investing in new technologies. We have also invested significantly in our data bank to enable the integration of distinct large-scale data sets including those owned by third parties. The company has wide range of offerings such as Eye Tracking, Mobile Analytics, Video Analysis, Facial

Mr. Sarang Panchal - Managing Director


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Recognition, Digital Tracking, Online Communities, Neuroscience, Emotional Analysis, Automated Audience Measurement, Sensory Sciences, etc. The information thus brought together, can deliver powerful insights into the effectiveness of branding, advertising and consumer choices. We believe that our expertise, established standards and comprehensive database provide us with a distinct advantage as we deliver more precise insights to our clients. We continue to focus on innovation to deepen our capabilities and enhance our analytics edge to capitalize on industry trends.

We are doing significant investments in resources and associates all over India, supported by strength of Majestic MRSS, having two decades of experience with presence in 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.

During the year we have added Social Marketing Research Practice which has been doing reasonably well considering that usually the business development cycles, however we have also added several new accounts viz. Aga Khan Foundation, American India Foundation, BBC Media, Population Council, Save the Children, Madhya Pradesh Tourism, Savannah Seeds etc. There have also been instances of repeat business amongst some of our top clients such as Google, UCWeb, Times Group, Tata Motors, Freudenberg Gala, Zee Group, Bajaj Group etc.

Highlightsonfinancialperformance:-

During financial year 2016-2017, your company has earned Profit after Tax of ` 46.30 million as compared to ` 19.00 million in previous Year.

Particulars FY 2016-17 FY 2015-16

Revenue (In millions). 229.66 112.74

EBITDA Margin (%) 32.50 27.82

Profit After Tax (%) 20.16 16.85

EPS (`) 10.54 5.00

Book Value Per Share (`)

40.40 16.26

Business Outlook

Your Company has been delivering consistent returns over the years and is firmly on the growth path. We expect that the demand for our services will remain strong in spite of competition and pressure on pricing and margins. We have been successful in concluding the 1st of what would be a series of acquisitions. This does not in any way mean that the organic growth is affected

but this takes us closer to our Vision of being India’s 1st Market Research Company to become the largest Independent MR agency in Asia.

Risk Factors

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

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

Industrial Relations

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

Forward Looking and cautionary statement

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



TotheMembersofMajesticResearchSolutionsandServicesLimited

We have audited the accompanying standalone financial statements of Majestic Research Solutions and Services Limited (“the Company”), which comprise the balance sheet as at March 31, 2017, 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.

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in

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

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

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

a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2017; and

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

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

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

Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A,

a statement on the matters specified in the paragraph 3 and 4 of the order.

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

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

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

c) the balance sheet, the statement of profit and loss and the statement of cash flows dealt


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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, 2017, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2017, 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.

iv. The company has provided requisite disclosures in its financial statement as to holdings as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016, and these are in accordance with books of accounts maintained by the company.

For R T Jain & Co LLPChartered Accountants

FRN : 103961W / W100182

(CA Bankim Jain)

Partner Mumbai, May 10, 2017. Mem No. : 139447

Annexure - A to the Auditors’ ReportReferred to in paragraph 1 of our report of even date on the accounts of the company for the year ended March 31, 2017On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:i. (a) The company has maintained proper records

showing full particulars including quantitative details and situation of its fixed assets.

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

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

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

iii. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has 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, 2017.

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.



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, 2017 for a period of more than six months from the date they became payable, except for the following:

Nature of Statutory Dues

AmountInvolved

(` In Lakhs)TDS 17.48Service Tax 47.16Swachh Bharat Cess 3.05Krishi Kalyan Cess 1.35

(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 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 which has been utilized as follows:

(` In Lakhs)

Particulars AmountAllottedforobjectas disclosed in Prospectus

Actual Utilization till 31stMarch, 2017

Balance Amount Unutilized as on 31st March, 2017

Working Capital 470.00 NIL 470.00Purchase of New Corporate office

180.00 NIL 180.00

Civil Work and Interior Expenses

80.00 NIL 80.00

General Corporate Purpose 178.64 NIL 178.64Issue Expenses 90.00 90.00 NILT O T A L 998.64 90.00 908.64

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

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

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


FRN : 103961W / W100182

(CA Bankim Jain)Partner

Mumbai, May 10, 2017. Mem No. : 139447


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Annexure - B to the Auditors’ ReportReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Majestic Research Solutions and Services Limited (“the Company”) as of March 31, 2017 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.

Meaning of Internal Financial Controls over FinancialReporting

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 overFinancial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting. 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.


FRN : 103961W / W100182

(CA Bankim Jain)Partner

Mumbai, May 10, 2017. Mem No. : 139447



(` In Lakhs) Particulars Note

No. As at

31st March 2017As at

31st March 2016I. EQUITY AND LIABILITIES

(1) Shareholder's Funds (a) Share Capital 2 499.80 412.20 (b) Reserves and Surplus 3 1,519.19 258.12

(2) Non-CurrentLiabilities (a) Long-term borrowings - - (b) Deferred tax liabilities (net) 4 - - (c) Long-term provisions 5 11.06 -

(3) CurrentLiabilities (a) Short-term borrowings 6 32.74 70.76 (b) Trade payables 7 89.46 19.67 (c) Other current liabilities 8 153.19 117.01 (d) Short-term provisions 9 174.63 68.97

TOTAL 2,480.07 946.73

II. ASSETS(1) Non-Current Assets (a) Fixed Assets 10 (i) Tangible assets 62.85 24.72 (ii) Intangible assets 0.01 0.18 (b) Deferred tax assets (net) 4 13.98 7.38 (c) Non-current investments 11 1.00 1.50 (d) Long-term loans and advances 12 23.58 15.01 (e) Other non-current assets - -

(2) Current Assets (a) Inventories - - (b) Trade receivables 13 1,029.37 617.78 (c) Cash and cash equivalents 14 1,247.70 64.24 (d) Short-term loans and advances 15 99.68 199.42 (e) Other current assets 16 1.90 16.49 TOTAL 2,480.07 946.73

Significant Accounting Policies 1Theaccompanyingnotesformanintegralpartoffinancialstatements.

BALANCE SHEET AS AT 31ST MARCH 2017

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)

Mumbai, 10th May 2017


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(` In Lakhs)

Particulars Note No.

31st March 2017 31st March 2016

INCOMERevenue from operations 17 2,293.04 1,112.96

Other Income 18 3.58 14.54

TotalRevenue 2,296.62 1,127.50

EXPENDITUREDirect Expenses 19 1,084.17 451.59

Employee Benefits Expenses 20 290.29 250.52

Financial Costs 21 26.57 14.21

Depreciation and Amortization Expense 10 23.94 18.01

Other Expenses 22 172.25 111.68

Total Expenses 1,597.22 846.01 Profitbeforetax 699.40 281.49

Tax expense: 23

(1) Current tax (242.92) (93.98)

(2) Deferred tax 6.59 2.52

Profit/(Loss)fortheperiod 463.07 190.02

EPS(facevalueof`10/- each) Basic and Diluted (`) 24 10.54 5.00

Significant Accounting Policies 1

Theaccompanyingnotesformanintegralpartoffinancialstatements.

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2017


FOR R T JAIN & CO LLP ForandonbehalfoftheBoardCHARTERED ACCOUNTANTS(FRN NO. 103961W/W100182)





(` In Lakhs) Particulars March 31,2017 March 31,2016 Cashflowfromoperatingactivities:Net Profit before tax as per Profit And Loss A/c 699.40 281.49 Adjusted for: Depreciation & Amortisation 23.94 18.01 Interest & Finance Cost 26.57 14.21 Interest on Loan Received (0.31) (1.67) Share Issue Expenses W/off - 2.86 Provision for Gratuity 11.27 - Operating Profit Before Working Capital Changes 760.86 314.90 Adjusted for (Increase)/ Decrease:Trade Receivables (411.59) (151.44)Loans and advances and other assets 5.14 (173.63)Increase / (Decrease) in Trade & Other Payables 117.24 87.26 Cash Generated From Operations 471.66 77.09 Direct Tax Paid (68.41) - NetCashFlowfrom/(usedin)OperatingActivities:(A) 403.24 77.09

CashFlowFromInvestingActivities:Purchase of Fixed Assets (61.89) (27.09)Investement in Subsidary & Associate Company - (0.30)Sale of Investement in Associate Company 0.50 - Interest on Loan Received 0.31 1.67 Loan to Subsidiary (1.13) (1.51)Loan to Others - (21.42)Repayment by Others 21.42 - NetCashFlowfrom/(usedin)InvestingActivities:(B) (40.79) (48.65)

CashFlowfromFinancingActivities:Proceeds From Share Capital & Share Premium 998.64 142.80 Share Issue Expenses (Refer Note 31) (113.04) (45.15)Proceeds from Short-term borrowings - - Repayment of Short-term borrowings (38.02) (51.73)Interest & Financial Charges (26.57) (14.21)NetCashFlowfrom/(usedin)FinancingActivities(C) 821.01 31.71

NetIncrease/(Decrease)inCash&CashEquivalents(A+B+C) 1,183.47 60.15 Cash & Cash Equivalents As At Beginning of the Year 64.24 4.08 Cash & Cash Equivalents As At End of the Year 1,247.70 64.24 Notes:-1) The above cash flow statement has been prepared under the indirect method set out in Accounting standard on

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

2) Figures for the previous year have been regrouped / reclassified, wherever considered necessary.Theaccompanyingnotesformanintegralpartoffinancialstatements.As per our report of even dateFOR R T JAIN & CO LLP ForandonbehalfoftheBoardCHARTERED ACCOUNTANTS(FRN NO. 103961W/W100182)



CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2017


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NOTES FORMING PART OF THE FINANCIAL STATEMENTSCORPORATE INFORMATION

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

NOTE 1: SIGNIFICANT ACCOUNTING 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 re assessed and the asset is reflected at recoverable amount subject to a maximum of depreciated historical cost and is accordingly reversed in the statement of profit and loss.

L. Investments

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

M. Share Issue Expenditure

Share Issue Expenses incurred by the company in connection with IPO & FPO was ` 45.16 Lakhs & ` 90.00 Lakhs respectively. Out of which share issue expenses of ` 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.


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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 ` 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 STATEMENTSNote : 2 Share Capital (` in Lakhs)

Particulars As at 31st March 2017

As at 31st March 2016

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

1,500.00 1,500.00 Issued,SubscribedandFullyPaidUpShareCapital4,998,000 (4,122,000) Equity Share of `10/- each Issued, subscribed and fully paid

499.80 412.20

TOTAL 499.80 412.20

a) Reconciliationofnumberofsharesoutstandingattheendofyear



Equity shares at the beginning of the year 4,122,000 3,002,000 Add: Shares issued during the year 876,000 1,120,000 Equity Shares at the end of the year 4,998,000 4,122,000

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

b)Detailsofshareholdersholdingmorethan5%sharesoftheaggregatesharesinthecompany

Name of shareholder As at 31 March, 2017 As at 31 March, 2016No. of Shares

Percentage No. of Shares

Percentage

Rajendra Sharma 914,495 18.30% 914,495 22.19%Majestic Market Research Support Services Limited

2,087,500 41.77% 2,087,500 50.64%

Note:3ReserveandSurplus (` in Lakhs)



1) SurplusintheStatementofProfitandLoss As Per Last Balance Sheet 258.12 68.11 Less: Appropriations - - Add: Profit for the period 463.07 190.02 Closing Balance 721.19 258.12 2) Securities Premium Account As Per Last Balance Sheet - - Add: Premium Received on issue of Equity Shares (Refer Notes 1 and

31) 911.04 30.80

Less: Issue Expenses on Issuance of Shares (Refer Note 31) (113.04) (30.80) Closing Balance 798.00 - TOTAL 1,519.19 258.12


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NOTES TO THE FINANCIAL STATEMENTSNote:4DeferredTaxLiabilities/(Assets) (` in Lakhs)Particulars As at

31st March 2017 As at

31st March 2016DeferredTaxLiabilityRelated 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

(13.98) (7.38)

T O T A L (13.98) (7.38)

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


31st March 2016Provision for Gratuity 11.06 - T O T A L 11.06 -

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


31st March 2016A) Secured LoanRepayableonDemand Cash Credit Facility From Bank* - 69.75 *(Secured by Charge On Entire Current Assets of the Company)B) Unsecured From Banks 32.74 - From Body Corporates - 1.00 T O T A L 32.74 70.76

Note:7TradePayables (` in Lakhs)Particulars As at


31st March 2016Due to Micro, Small and Medium Enterprises - - Others 89.46 19.67 T O T A L 89.46 19.67

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


31st March 2016Creditors for Expenses 5.05 6.58 Creditors for Capital Goods 28.41 20.90 Provision for Salary 17.07 14.85 Statutory Dues 102.66 74.69 T O T A L 153.19 117.01

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


31st March 2016Provision for Income Tax (Net of Advance Tax & TDS) 174.42 68.97 Provision for Gratuity 0.21 - T O T A L 174.63 68.97



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NOTES TO THE FINANCIAL STATEMENTSNote:11NonCurrentInvestments (` in Lakhs)



LongTermInvestement(ValuedAtCostUnlessStatedOtherwise)*(A) TradeInvestement-(Unquoted) i) InvestementinSubsidaryCompnay 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

ii) InvestementinJointlyControlledEntity(JointVenture) 5,000 Equity Shares of `10/- each fully paid up of - 0.50 SCENT ANALYSIS MAJESTIC PRIVATE LIMITED *(Refer Notes 26 and 27)T O T A L 1.00 1.50

Note:12LongTermLoansandAdvances (` in Lakhs)



Unsecured, Considered GoodSecurity Deposits 23.55 14.98 Tender Fees 0.03 0.03 T O T A L 23.58 15.01

Note:13TradeReceivables (` in Lakhs)



Unsecured, Considered GoodLess than Six Months - Related Party 24.36 8.59 - Others 917.79 526.13 More than Six Months - Related Party - - - Others 87.22 83.06 T O T A L 1,029.37 617.78

Note:14CashandCashEquivalent (` in Lakhs)



Cash in hand 0.54 0.84 Balances with banks in current account 1,247.16 63.39 T O T A L 1,247.70 64.24



NOTES TO THE FINANCIAL STATEMENTSNote:15ShortTermsLoansandAdvances (` in Lakhs)



Unsecured, Considered GoodAdvance for Expenses 97.04 174.94 Advance to Related Parties (Refer Notes 26 and 27) 2.64 1.51 Advance to Others- Body Corporates - 21.42 Capital advances - 1.55 T O T A L 99.68 199.42

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


31st March 2016Share Issue Expenses (To the Extent Not W/off) (Refer Note 31) - 11.49 Prepaid Expenses - 5.00 Accured Interest on Fixed Deposit 1.90 - T O T A L 1.90 16.49

Note:17RevenuefromOperations (` in Lakhs)

Particulars 2016-17 2015-16 Sales of Services 2,293.04 1,112.96 T O T A L 2,293.04 1,112.96

Note : 18 Other Income (` in Lakhs)

Particulars 2016-17 2015-16 Interest on Income Tax Refund - 0.17 Interest on Fixed Deposit 3.23 - Foreign Exchange Fluctuation Gain - 12.70 Interest on Loan 0.31 1.67 Other Income 0.04 - T O T A L 3.58 14.54

Note : 19 Direct Expenses (` in Lakhs)

Particulars 2016-17 2015-16 Project Expenses 1,084.17 451.59 T O T A L 1,084.17 451.59


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Note:20EmployeeBenefitsExpenses (` in Lakhs)Particulars 2016-17 2015-16 Salaries, Wages and Bonus (Refer Note 27) 277.50 246.95 Contribution to Provident Fund 0.55 0.78 Staff Welfare Expenses 0.97 2.80 Provision for Gratuity (Refer Note 1) 11.27 - T O T A L 290.29 250.52

Note : 21 Financial Cost (` in Lakhs)Particulars 2016-17 2015-16 Bank Charges 0.32 0.12 Interest on Cash Credit facility 13.57 13.56 Interest on Unsecured Loan 1.65 - Loan Processing Fees 1.14 0.53 Interest on Income Tax 8.47 - Other Interest Expenses 1.41 - T O T A L 26.57 14.21

Note : 22 Other Expenses (` in Lakhs)Particulars 2016-17 2015-16 Travelling & Conveyance 12.80 13.74 Telephone Charges 4.63 3.65 Printing & Stationery 2.55 2.16 Office Expense 8.10 4.11 Business Promotion & Advertisement Charges 8.52 16.79 Legal & Professional Fees 41.45 19.76 Auditors Remuneration (Refer Note 25) 1.65 1.50 Rent 45.49 31.71 Conference & Membership Fees 0.12 2.31 Boarding & Lodging 0.76 0.35 Repairs & Maintenance 1.30 0.87 Professional Tax Paid 0.03 0.15 Shop & Establishment Expenses 0.05 - Misc. Expenses 1.31 3.07 Insurance Charges - 0.09 General & Board Meeting Expenses 2.15 3.70 Electricity Charges 5.08 1.98 Sitting Fees Paid to Directors (Refer Note 27) 0.30 0.30 Share Issue Expenses W/off (Refer Note 31) - 2.86 Rates & Taxes 4.73 0.57 Foreign Exchange Fluctuation 27.56 - Listing Fees Paid to BSE 0.61 - Other Expenses 3.02 2.02 T O T A L 172.25 111.68

NOTES TO THE FINANCIAL STATEMENTS



NOTES TO THE FINANCIAL STATEMENTSNote : 23 Tax Expenses (` in Lakhs)

Particulars 2016-17 2015-16 Current TaxProvision For Income Tax 242.92 93.98

DeferredTaxLiability/(Asset)Related to Depreciation and Other Expenses (6.59) (2.52)

Note : 24 Earnings Per Share (` in Lakhs)Particulars 2016-17 2015-16 Profit for the period attributable to Equity Shareholder 463.07 190.02

No of weighted average equity shares outstanding during the year 43.93 38.04

Nominal Value of Equity Share 10.00 10.00

Basic and Diluted Earning Per Share 10.54 5.00

Note : 25 Auditors Remuneration includes: (` in Lakhs)Particulars 2016-17 2015-16Statutory Audit fees 1.00 1.00

Tax audit fees 0.65 0.50

26. DetailsofRelatedPartiesandKeyManagementPersonnelwheretransactionhavetakenplaceduringthe Year:

Description of Relationship Names of Related PartiesHolding Company / Parent Company Majestic Market Research Support Services Limited

Wholly Owned Subsidiary Company Atrevido Research & Consultants Private Limited (Earlier Known as Emtee Research & Consultants Private Limited)**

Jointly Controlled Entity (Joint Venture) Scent Analysis Majestic Private Limited

Key Management Personnel (KMP’s) Sarang Panchal, Rajendra Sharma, Rajesh Oberoi, Sonali Gamne*& Kajal Sudani*

* Ms. Sonali Gamne, Company Secretary of the company has resigned with effect from 09th January, 2017 and in her place we have appointed Ms. Kajal Sudani as company secretary.

** Company had entered into a share subscription and shareholder’s agreement on January 23, 2015 with Mr. Mukund Tripathi and Mrs. Deepa Tripathi for acquisition of 7,000 shares comprising 70% of holding of Emtee Research & Consultants Private Limited and further on February 08, 2016 Company had acquired balance 30% holding of Emtee Research & Consultants Private Limited and consequent to this it becomes wholly owned subsidiary of Majestic Research Services and Solutions Limited and further with effect from February 19, 2016, the name of the Company’s wholly owned subsidiary has been changed to “Atrevido Research And Consultants Private Limited”.


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27. Transactions with Related Parties

(` in Lakhs)Name Relationship Country Nature of

TransactionHolding

as at 31-03-2017

(in %)

Amount of transaction in 2016-17

Amount outstanding

as at 31-03-2017

(payable)/receivable

Holding as at

31-03-2016 (in

%)


Amount outstanding

as at 31-03-2016


Atrevido Research & Consultants Private Limited

Subsidiary India Investment 100 NIL 1.00 100 0.30 1.00

Scent Analysis Majestic Private Limited *

Joint Venture India Investment/ (Divestment)

NIL (0.50) NIL 50 NIL 0.50


(` in Lakhs)Name Relationship Nature of

transactionAmount of

transaction in 2016-17

Amount outstanding as at 31-03-

2017(payable)/receivable


Amount outstanding as at 31-03-

2016(payable)/receivable

Sarang Panchal

Managing Director

Remuneration Given

55.20 (4.60) 37.65 -

Reimbursement of Expenses*

1.28 - - -

Rajendra Sharma

Whole Time Director

Remuneration Given

15.00 - 19.43 -

Reimbursement of Expenses

- - 1.31 -

Majestic Market Research Support Services Ltd

Parent Company

Loan Given - - - -

Loan Received 24.43 - 91.85 -

Loan Repayment 24.43 - 91.85 -

Sales 73.01 24.36 29.96 8.59

Kajal Sudani Company Secretary

Salary 0.74 (0.25) NA NA

Sonali Gamne

Company Secretary

Salary 2.81 - 3.62 (0.27)

Rajesh Oberoi

Independent Director

Sitting Fees 0.30 - 0.30 -

Atrevido Research & Consultants Private Limited

Wholly Owned Subsidiary

Loan Given 1.13 2.64 1.51 1.51

Project Expenses - - 4.65 -

*Company has reimbursed staff welfare expenses of ` 1.28 Lakhs 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 Year2016-17

Previous Year2015-16

1 SegmentRevenue- Domestic Sales 1,409.98 561.31- Export Sales 883.06 551.64Total 2,293.04 1112.96

2 SegmentResultsProfit/(Loss)beforeTaxandInterest*- Domestic 732.65 363.76- Export 476.22 297.60Total 1,208.87 661.36Less : Interest Expenses (Not Related to Segment) 26.57 14.21Less: Other unallocable expenditure net of income* 482.90 365.67Profit /(Loss) before Tax 699.40 284.19

3 CapitalEmployed(SegmentAssets-SegmentLiabilities)- Domestic 658.08 293.02- Export 371.29 324.76Total 1,029.37 617.78Unallocated 989.62 52.54

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

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

(` in Lakhs)Particulars Current Year

2016-17Previous Year

2015-16CIFvalueofimportsRaw material - -Traded goods - -TOTAL - -B. Expenditure in Foreign Currency - - i) Project Expenses 42.64 35.02C. Earnings in Foreign Currency i) F.O.B. value of exports 883.06 551.64



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

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

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

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


Previous Year2015-16

Assets NA 1.97Liabilities NA 5.18Incomes NA NILExpenses NA 3.25Capital Commitments NA NILOther Commitments NA NIL


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

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

Particulars Amount Allotted for objectasdisclosed

in Prospectus

Actual Utilization till 31st March, 2016

Balance Amount Unutilized as on 31st

March, 2016 Working Capital Requirement 80.00 80.00 NILProcurement of New Technology 20.00 20.00 NILIssue Expenses 42.80 42.80 NILTotal 142.80 142.80 -

Further in December 2016 the Company had raised ` 998.64 Lakhs through Further Public Issue (FPO) of 8,76,000 Equity Shares of face value of `10/- each for cash at a premium of `104/- Per Share. The Purpose of the FPO and its actual utilisation as at 31st March, 2017 is mentioned as under

(` in Lakhs)Particulars Proposed Utilisation Actual UtilisationWorking Capital 470.00 0.00Purchase of New Corporate office 180.00 0.00Civil Work and Interior Expenses 80.00 0.00General Corporate Purpose 178.64 0.00Issue Expenses 90.00 90.00Total 998.64 90.00






For R. T. Jain & Co. LLP ForandonbehalfoftheBoardCHARTERED ACCOUNTANTS(FRN NO. 103961W/W100182)

CA BANKIM JAIN Sarang Panchal Rajendra Sharma Kajal SudaniPARTNER (Managing Director) (Whole Time Director) (Company Secretary) M No-139447 (DIN: 00046744) (DIN: 06879460)

Mumbai, 10th May, 2017

Unutilised / Unspent Amount of FPO as at 31stMarch,2017iskeptinBankasbelow

Particulars ` in LakhsFixed Deposit with Banks* 260.00Amount Available at Current Account of Company 648.64Total 908.64

* Maturity Date: 3rd April, 2017.

Total 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 `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.

32. Disclosure Pursuant to Circular No. G. S.R. 308 (E) dated March 30, 2017

Details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016 are provided in the table below:

(Amount in `) Particulars SBN’s Other Denomination Notes TotalCash in Hand as on 08.11.16 Nil 71,854/- 71,854/-(+) Permitted Receipts Nil 3,27,310/- (Cash Withdraw from Bank) 3,27310/-(-) Permitted Payments Nil 3,29,310/- 3,29,310/-(-) Amount Deposited in Banks Nil Nil NilCash in Hand as on 30.12.16 Nil 69,854/- 69,854/-

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


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TotheMembersofMajesticResearchSolutionsandServicesLimited

We have audited the accompanying consolidated financial statements of Majestic Research Solutions and Services Limited (“the Holding Company”), and its subsidiary and associate company (collectively referred to as “the Company” or “the Group”) which comprise the consolidated balance sheet as at March 31, 2017 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.

AuditorsResponsibilityOur 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

INDEPENDENT AUDITOR’S REPORTobtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the 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.

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

a) in the case of the consolidated balance sheet, of the state of affairs of the Company as at March 31, 2017; and

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

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

Report on Other Legal and Regulatory Requirements1. 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 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, 2017, taken on record by the Board of Directors of the Holding Company none of the directors is disqualified as on 31 March, 2017, 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.

iv. The company has provided requisite disclosures in its financial statements as to holdings as well as dealings in specified bank notes during the period from November 8, 2016, to December 30, 2016, and these are in accordance with books of accounts maintained by the company.


FRN : 103961W / W100182

(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 Solutions andServicesLimited (“the Holding Company”) and its subsidiary company as of March 31, 2017 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


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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.


FRN : 103961W / W100182

(CA Bankim Jain)




CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2017

(` In Lakhs) Particulars Note

No. As at

31st March 2017As at

31st March 2016I. EQUITY AND LIABILITIES

(1) Shareholder's Funds (a) Share Capital 3 499.80 412.20 (b) Reserves and Surplus 4 1,519.54 254.70

(2) Minority Interest - -

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

(4) CurrentLiabilities (a) Short-term borrowings 7 35.38 75.16 (b) Trade payables 8 89.50 19.72 (c) Other current liabilities 9 153.48 121.32 (d) Short-term provisions 10 174.74 68.14

TOTAL 2,483.50 951.25

II. ASSETS(1) Non-Current Assets (a) Fixed Assets 11 (i) Tangible assets 62.85 24.73 (ii) Intangible assets 0.01 1.63 (b) Goodwill on consolidation 0.37 0.37 (c) Deferred tax assets (net) 5 13.98 7.36 (d) Non-current investments - - (e) Long-term loans and advances 13 24.20 15.01 (f) Other non-current assets 12 0.05 0.15

(2) Current Assets (a) Inventories - - (b) Trade receivables 14 1,032.65 621.46 (c) Cash and cash equivalents 15 1,247.70 65.07 (d) Short-term loans and advances 16 99.68 197.91 (e) Other current assets 17 2.01 17.55 TOTAL 2,483.50 951.25

Significant Accounting Policies 1 & 2Theaccompanyingnotesformanintegralpartoffinancialstatements.

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




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CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2017

(` In Lakhs)

Particulars Note No.

31st March 2017 31st March 2016

INCOMERevenue from operations 18 2,293.04 1,116.61

Other Income 19 4.71 14.65

TotalRevenue 2,297.75 1,131.26

EXPENDITUREDirect Expenses 20 1,084.17 453.55

Employee Benefits Expenses 21 290.29 252.51

Financial Costs 22 26.58 14.21

Depreciation and Amortization Expense 11 23.94 18.81

Other Expenses 23 173.23 112.82

Total Expenses 1,598.20 851.90 Profitbeforetax 699.55 279.35

Tax expense: 24

(1) Current tax (243.04) (93.98)

(2) Deferred tax 6.61 2.58

Profit/(Loss)fortheperiod 463.13 187.95

Less: Adjustment for Minority Interest Share - - Profit/(Loss)afterMinorityInterest 463.13 187.95

EPS(facevalueof`10/- each) Basic and Diluted (`) 25 10.54 4.94

Significant Accounting Policies 1 & 2

Theaccompanyingnotesformanintegralpartoffinancialstatements.






CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2017

(` In Lakhs) Particulars March 31,2017 March 31,2016 Cashflowfromoperatingactivities:Net Profit before tax as per Profit And Loss A/c 699.55 279.35 Adjusted for: Depreciation & Amortisation 23.94 18.81 Interest & Finance Cost 26.58 14.21 Interest on Loan Received (0.31) (1.67) Share Issue Expenses W/off - 2.86 Profit on Sale of Fixed Assets (1.13) - Provision for Gratuity 11.27 OperatingProfitBeforeWorkingCapitalChanges 759.89 313.56 Adjusted for (Increase)/ Decrease:Trade Receivables (411.19) (153.12)Loans and advances and other assets 5.47 (175.59)Increase / (Decrease) in Trade & Other Payables 117.85 86.88 Cash Generated From Operations 472.02 71.73 Direct Tax Paid (68.41) - NetCashFlowfrom/(usedin)OperatingActivities:(A) 403.60 71.73

CashFlowFromInvestingActivities:Purchase of Fixed Assets (61.89) (27.09)Sale of Fixed Assets 2.59 - Interest on Loan Received 0.31 1.67 Loan to Subsidiary (2.64) - Loan to Others - (21.42)Repayment of Loan by others 21.42 NetCashFlowfrom/(usedin)InvestingActivities:(B) (40.21) (46.83)

CashFlowfromFinancingActivities:Proceeds From Share Capital & Share Premium 998.64 142.80 Share Issue Expenses (Refer Note 32) (113.04) (45.15)Proceeds from Short-term borrowings - - Repayment of Short-term borrowings (39.78) (48.66)Interest & Financial Charges (26.58) (14.21)NetCashFlowfrom/(usedin)FinancingActivities(C) 819.24 34.77

NetIncrease/(Decrease)inCash&CashEquivalents(A+B+C) 1,182.63 59.66 Cash & Cash Equivalents As At Beginning of the Year 65.07 5.41 Cash & Cash Equivalents As At End of the Year 1,247.70 65.07 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.As per our report of even dateFOR R T JAIN & CO LLP ForandonbehalfoftheBoardCHARTERED ACCOUNTANTS(FRN NO. 103961W/W100182)




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NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTSNOTE 1: BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND PRINCIPILES OF CONSOLIDATION

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

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

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

iv. The financial statements of the subsidiary companies / joint ventures/ associates used in consolidation are audited and drawn upto same reporting date as of the company i.e. year ended 31st March, 2017.

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

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

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

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

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

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

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

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



(a) ListofSubsidiariesandthecompany’seffectiveholdingthereon.

Sr. No.

Name of the Entity Country of Incorporation

Effective ownershipin % either directly or throughsubsidiaries

1 Atrevido Research and Consultants Private Limited (Earlier known as Emtee Research and Consultants Private Limited) (PreviousYear-70%)

India 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 subsidiaries

1 Scent Analysis Majestic Private Limited * (PreviousYear -50%)

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

IncaseofSubsidiaryCompany(EmteeResearchandConsultantsPrivateLimited)

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


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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.

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 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 ` 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.


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NOTES TO THE FINANCIAL STATEMENTSNote : 3 Share Capital (` In Lakhs)



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

1,500.00 1,500.00 Issued,SubscribedandFullyPaidUpShareCapital4,998,000 (4,122,000) Equity Share of ` 10/- each issued, subscribed and fully paid

499.80 412.20

TOTAL 499.80 412.20

a) Reconciliationofnumberofsharesoutstandingattheendofyear



Equity shares at the beginning of the year 41,22,000 30,02,000 Add: Shares issued during the year 8,76,000 11,20,000 Equity Shares at the end of the year 49,98,000 41,22,000

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

b)Detailsofshareholdersholdingmorethan5%sharesoftheaggregatesharesinthecompany

Name of shareholder As at 31 March, 2017 As at 31 March, 2016No. of Shares

Percentage No. of Shares

Percentage

Rajendra Sharma 9,14,495 18.30% 9,14,495 22.19%Majestic Market Research Support Services Limited

20,87,500 41.77% 20,87,500 50.64%

Note:4ReserveandSurplus (` In Lakhs)



1) SurplusintheStatementofProfitandLoss As Per Last Balance Sheet 254.70 66.75 Less: Appropriations - - Add: Profit for the period 463.13 187.95 Add: 50 % Share of MRSS in JV is sold at cost, thus post this MRSS

share in old losses in JV 3.71 -

upto 31st March, 2016 as absorbed by MRSS before is treated as profit now.

Closing Balance 721.54 254.70 2) Securities Premium Account As per Last Balance Sheet - - Add: Premium Received on issue of Equity Shares (Refer Notes 2 and

32) 911.04 30.80

Less: Issue Expenses on Issuance of Shares (Refer Note 32) (113.04 ) (30.80 ) Closing Balance 798.00 -

T O T A L 1,519.54 254.70



NOTES TO THE FINANCIAL STATEMENTSNote:5DeferredTaxLiabilities/(Assets) (` In Lakhs)



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 (13.98) (7.36)

T O T A L (13.98) (7.36)

Note:6Long-termProvisions (` In Lakhs)



Provision for Gratuity 11.06 -

T O T A L 11.06 -

Note : 7 Short-Term Borrowings (Amt. in `)



A) Secured 11.06 -

LoanRepayableonDemand

Cash Credit Facility From Bank* - 69.75

*(Secured by Charge On Entire Current Assets of the Company)

B) Unsecured

From Banks 32.74 -

From Related Parties (Refer Note 28) 2.64 1.14

From Body Corporates - 4.27

T O T A L 35.38 75.16

Note:8TradePayables (` In Lakhs)



Due to Micro, Small and Medium Enterprises - -

Others 89.50 19.72

T O T A L 89.50 19.72


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Note:9OtherCurrentLiabilities (` In Lakhs)



Creditors for Expenses 5.34 8.80

Creditors for Capital Goods 28.41 22.84

Provision for Salary 17.07 14.85

Statutory Dues 102.66 74.83

T O T A L 153.48 121.32

Note:10Short-termProvisions (` In Lakhs)



Income Tax Provision (Net of Advance Tax & TDS) 174.53 68.14

Provision for Gratuity 0.21 -

T O T A L 174.74 68.14



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NOTES TO THE FINANCIAL STATEMENTSNote : 12 Other Non-Current Assets (` In Lakhs)



Preliminary Expenditure to the Extent not W/off 0.05 0.15 T O T A L 0.05 0.15

Note:13Long-TermLoansandAdvances (` In Lakhs)



Unsecured, Considered GoodAdvance Income Tax & TDS Credit 0.62 - Security Deposits 23.55 14.98 Tender Fees 0.03 0.03 T O T A L 24.20 15.01

Note:14TradeReceivables (` In Lakhs)



Unsecured, Considered GoodLess than Six Months -Related Party 24.36 8.59 -Others 921.08 529.81 More than Six Months - - -Related Party - - -Others 87.22 83.06 T O T A L 1,032.65 621.46

Note:15CashandCashEquivalent (` In Lakhs)



Cash in hand 0.54 0.86 Balances with banks in current account 1,247.16 64.21 T O T A L 1,247.70 65.07

Note:16Short-TermsLoansandAdvances (` In Lakhs)



Unsecured, Considered GoodAdvance for Expenses 97.04 174.94 Advance to Related Parties (Refer Note 28) 2.64 - Advance to Others-Body Corporates - 21.42 Capital advances - 1.55 T O T A L 99.68 197.91



NOTES TO THE FINANCIAL STATEMENTSNote :17 Other Current Assets (` In Lakhs)



Share Issue Expenses ( To the Extent Not W/off) (Refer Note 32) - 11.49

Preliminary Expenses (Refer Note 2) 0.05 0.08

Prepaid Expenses 0.06 5.98

Accured Interest on Fixed Deposit 1.90 -

T O T A L 2.01 17.55

Note:18RevenuefromOperations (` In Lakhs)

Particulars 2016-17 2015-16 Sales of Services 2,293.04 1,116.61 T O T A L 2,293.04 1,116.61

Note : 19 Other Income (` In Lakhs)

Particulars 2016-17 2015-16 Interest on Income Tax Refund - 0.17 Foreign Exchange Fluctuation Gain - 12.80 Interest on Loan 0.31 1.67 Interest on Fixed Deposit 3.23 - Other Income 0.04 - Profit on Sale of Fixed Asset 1.13 - T O T A L 4.71 14.65

Note : 20 Direct Expenses (` In Lakhs)

Particulars 2016-17 2015-16

Project Expenses 1,084.17 453.55

T O T A L 1,084.17 453.55

Note:21EmployeeBenefitsExpenses (` In Lakhs)

Particulars 2016-17 2015-16

Salaries, Wages and Bonus (Refer Note 28) 277.50 248.93

Contribution to Provident Fund 0.55 0.78

Staff Welfare Expenses 0.97 2.80

Provision for Gratuity (Refer Note 2) 11.27

T O T A L 290.29 252.51


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Note : 22 Financial Cost (` In Lakhs)

Particulars 2016-17 2015-16 Bank Charges 0.33 0.12 Interest on Cash Credit facility 13.57 13.56 Other Interest Expense 1.41 0.00 Loan Processing Fees 1.14 0.53 Interest on Unsecured Loan 1.65 Interest on Income Tax 8.47 T O T A L 26.58 14.21

Note : 23 Other Expenses (` In Lakhs)

Particulars 2016-17 2015-16 Travelling & Conveyance 12.80 14.13 Telephone Charges 4.85 3.65 Printing & Stationery 2.55 2.16 Office Expense 8.22 4.17 Business Promotion & Advertisement Charges 8.52 16.79 Legal & Professional Fees 41.51 19.76 Auditors Remuneration (Refer Note 26) 1.94 1.84 Rent 45.49 31.71 Conference & Membership Fees 0.12 2.31 Boarding & Lodging 0.76 0.35 Repairs & Maintenance 1.30 0.87 Professional Tax Paid 0.03 0.15 Shop & Establishment Expenses 0.05 - Misc. Expenses 1.31 3.07 Insurance Charges - 0.09 General & Board Meeting Expenses 2.15 3.70 Electricity Charges 5.08 1.98 Sitting Fees Paid to Directors (Refer Note 28) 0.30 0.30 Share Issue Expenses W/off (Refer Note 32) - 2.86 Rates & Taxes 4.95 0.57 Foreign Exchange Fluctuation 27.56 - Listing Fees Paid to BSE 0.61 - Preliminary Expenditure W/off 0.05 0.08

Other Expenses 3.05 2.30

T O T A L 173.23 112.82




Note : 24 Tax Expenses (` In Lakhs)

Particulars 2016-17 2015-16 Current Tax Provision For Income Tax 243.04 93.98 DeferredTaxLiability/(Asset)Related to Depreciation and Amortization Expense (6.61) (2.58)

Note : 25 Earnings Per Share (` In Lakhs)

Particulars 2016-17 2015-16 Profit for the period attributable to Equity Shareholder 463.13 187.95 No. of weighted average equity shares outstanding during the year 43.93 38.04 Nominal Value of Equity Share 10.00 10.00 Basic and Diluted Earning Per Share (Actual in ` Per Share ) 10.54 4.94

26. Auditors Remuneration includes:

(` In Lakhs)

Particulars 2016-17 2015-16Statutory Audit fees 1.29 1.34Tax audit fees 0.65 0.50

27. DetailsofRelatedPartiesandKeyManagementPersonnelwheretransactionhavetakenplaceduringthe Year:

Description of Relationship Names of Related PartiesHolding Company / Parent Company Majestic Market Research Support Services LimitedJointly Controlled Entity (Joint Venture) Scent Analysis Majestic Private LimitedKey Management Personnel (KMP’s) Sarang Panchal, Rajendra Sharma, Rajesh Oberoi, Sonali Gamne

*& Kajal Sudani*

* Ms. Sonali Gamne, Company Secretary of the Company has resigned with effect from 09th January, 2017 and in her place we have appointed Ms. Kajal Sudani as company secretary.

** Company had entered into a share subscription and shareholder’s agreement on January 23, 2015 with Mr. Mukund Tripathi and Mrs. Deepa Tripathi for acquisition of 7,000 shares comprising 70% of holding of Emtee Research & Consultants Private Limited and further on February 08, 2016 Company had acquired balance 30% holding of Emtee Research & Consultants Private Limited and consequent to this it becomes wholly owned subsidiary of Majestic Research Services and Solutions Limited and further with effect from February 19, 2016, the name of the Company’s wholly owned subsidiary has been changed to “Atrevido Research And Consultants Private Limited”.

28. Transactions with Related Parties

(` In Lakhs)

Name Relationship Country Nature of Transaction

Holding as at 31-03-

2017 (in %)


Holding as at 31-03-2016

(in %)


Scent Analysis Majestic Private Limited *

Joint Venture India Investment 0 0.50 50 NIL



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NOTES TO THE FINANCIAL STATEMENTS(` In Lakhs)

Name Relationship Nature of transaction


Amount outstanding as

at 31-03-2017 (payable)/receivable


Amount outstanding

as at 31-03-2016


Sarang Panchal

Managing Director

Remuneration Given

55.20 (4.60) 37.65 -


1.28 - - -

Rajendra Sharma

Whole Time Director

Remuneration Given

15.00 - 19.43 -


- - 1.31 -

Majestic Market Research Support Services Ltd

Parent Company

Loan Given - - - -Loan Received 24.43 - 91.85 -

Loan Repayment 24.43 - 91.85 -Sales 73.01 24.36 29.96 8.59

Kajal Sudani Company Secretary

Salary 0.74 (0.25) NA NA

Sonali Gamne

Company Secretary

Salary 2.81 - 3.62 (0.27)

Rajesh Oberoi

Independent Director

Sitting Fees 0.30 - 0.30 -

*Company has reimbursed staff welfare expenses of ` 1.28 Lakhs 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.


PreviousYear2015-16

1 SegmentRevenue- Domestic Sales 1,409.98 564.97 - Export Sales 883.06 551.64 Total 2,293.04 1,116.61

2 SegmentResultsProfit/(Loss)beforeTaxandInterest*- Domestic 732.65 366.57- Export 476.22 296.49Total 1,208.87 663.06Less : Interest Expenses (Not Related to Segment) 26.58 14.21



NOTES TO THE FINANCIAL STATEMENTSLess: Other unallocable expenditure net of income* 482.75 369.49 Profit /(Loss) before Tax 699.55 279.35

3 CapitalEmployed(SegmentAssets-SegmentLiabilities)- Domestic 661.36 296.31 - Export 371.29 325.15 Total 1,032.65 621.46 Unallocated 986.68 45.44

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

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

(` In Lakhs)

Particulars Current Year 2016-17

PreviousYear2015-16

CIF value of importsRaw material - -Traded goods - -TOTAL - -B. Expenditure in Foreign Currencyi) Project Expenses 42.64 36.13C. Earnings in Foreign Currencyi) F.O.B. value of exports 883.06 551.64

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%

Group Share of Interest in Joint Venture

(` In Lakhs)


PreviousYear2015-16

Assets NA 1.97Liabilities NA 5.18Incomes NA NILExpenses NA 3.25Capital Commitments NA NILOther Commitments NA NIL


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

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

Particulars Amount Allotted for objectasdisclosedin

Prospectus

Actual Utilization till 31st March, 2016

Balance Amount Unutilized as on 31st

March, 2016

Working Capital Requirement

80.00 80.00 NIL

Procurement of New Technology

20.00 20.00 NIL

Issue Expenses 42.80 42.80 NIL

Total 142.80 142.80 -

Further in December 2016 the Company had raised ` 998.64 Lakhs through Further Public Issue (FPO) comprising of further issue of 8,76,000 Equity Shares of face value of ` 10/- each for cash at a premium of ` 104/- Per Share. The Purpose of the FPO and its actual utilisation as at 31st March, 2017 is mentioned as under

Particulars Proposed Utilisation Actual Utilisation

Working Capital 470.00 0.00

Purchase of New Corporate office 180.00 0.00

Civil Work and Interior Expenses 80.00 0.00

General Corporate Purpose 178.64 0.00

Issue Expenses 90.00 90.00

Total 998.64 90.00

Unutilised / Unspent Amount of FPO as at 31stMarch,2017iskeptinBankasbelow

Particulars ` in Lakhs

Fixed Deposit with Banks* 260.00

Amount Available at Current Account of Company 648.64

Total 908.64

* Maturity Date: 3rd April, 2017.



NOTES TO THE FINANCIAL STATEMENTS Total 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 ` 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.

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

(` In Lakhs)

Name of Entity Net Assets* ShareinProfit/(Loss)*Particulars % of

Consolidated Net Assets

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

Amount (`)

ParentMajestic Research Services & Solutions Limited

99.95 2018.99 99.99 463.07

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

0.05 0.98 0.01 0.06

T O T A L 100.00 2019.97 100.00 463.13

*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. Disclosure regarding pursuant to circular no G.S.R.308 (E) dated March 30, 2017

Details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016 are provided in the table below:

(Amount in `) Particulars SBN’s Other Denomination Notes TotalCash in Hand as on 08.11.16 Nil 71,854/- 71,854/-(+) Permitted Receipts Nil 3,27,310/- (Cash Withdraw from Bank) 3,27310/-(-) Permitted Payments Nil 3,29,310/- 3,29,310/-(-) Amount Deposited in Banks Nil Nil NilCash in Hand as on 30.12.16 Nil 69,854/- 69,854/-

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.




MajesticResearchServicesandSolutionsLimitedCIN: L72200KA2012PLC063818

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

ATTENDANCE SLIP

RECORD OF ATTENDENCE 5TH ANNUAL GENERAL MEETING, HELD ON MONDAY, 25TH SEPTEMBER, 2017 AT 3.00 P.M. AT THE ROYAL ORCHID SUITES - VASWANI PINNACLE ANNEX, WHITE FIELD MAIN ROAD, BENGALURU – 560066.

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 5th Annual General Meeting of the Company on Monday 25thSeptember,2017at3.00P.M.atThe Royal Orchid Suites - Vaswani Pinnacle Annex, White Field Main Road, Bengaluru – 560066.

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

Note:Pleasefillthisattendanceslipandhanditoverattheentranceofthehall.

Form No. MGT-11PROXY FORM

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

MajesticResearchServicesandSolutionsLimitedCIN: L72200KA2012PLC063818

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

Name of the member (s) :

Registered address :

E-mail Id :

Folio No/ Client ID :

DP ID :

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

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

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

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


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


as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 5th Annual General Meeting of the Company, to be held on the Monday, 25thdayofSeptember,2017at3.00p.m.atTheRoyalOrchidSuites - Vaswani Pinnacle Annex, White Field Main Road, Bengaluru - 560066 and at any adjournment thereof in respect of such Resolutions as are indicated below:

Resolution No.Ordinary Business:1. Adoption of Audited Financial Statement for the Financial Year ended 31st March, 20172. Re- appointment of Director retire by rotation3. Ratification of Auditor

Special Business:4. Appointment of Ms. Shwemabari Roa Chandrakant (DIN: 01240062) as an Independent/ Women Director of

the Company5. Issue of Bonus Shares6. Issue of Equity Shares on Preferential Basis7. To approve Managerial Remuneration Limit of Mr. Rajendra Kumar Sharma, Whole Time Director of the

Company8. To approve Managerial Remuneration Limit of Mr. Sarang Panchal, Managing Director of the Company

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

_________________________ ______________________________

Signature of Shareholder Signature of Proxy holder(s)

Note:ThisformofproxyinordertobeeffectiveshouldbedulycompletedanddepositedattheRegisteredOfficeoftheCompany,notlessthan48hoursbeforethecommencementoftheMeeting.

Affix a ` 1 RevenueStamp

Majestic Research Serices and Solutions Limited · · 2017-09-01Majestic Research Serices and...

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