Aurum Proptech Ltd Directors Report.

To the Members,

Your Directors have pleasure in submitting the 8th Board of Directors’ Report, along with the audited financial statements of the Company for the year ended March 31, 2021.

1. FINANCIAL SUMMARY

Rs. ( in Lakhs)

Particulars Consolidated Standalone
Continuing Operations Discontinued Operations*
Year ended March 31, 2021 Year ended March 31, 2020 Year ended March 31, 2021 Year ended March 31, 2020 Year ended March 31, 2021 Year ended March 31, 2020
Revenue from operations
Rental Income 732 1,024 - - 732 1,024
Information technology services - - 59,790 1,03,338 - -
Reimbursement of expenses from customers 219 - - 710 219 -
Total Operating Revenue 951 1,024 59,790 1,04,048 951 1,024
Other Income 4,374 815 162 1,357 4,374 815
Total Income 5,325 1,839 59,952 1,05,405 5,325 1,839
Employee Benefits and other expenses 1,963 1,120 49,819 92,288 1,963 1,120
Depreciation and amortization expenses 66 62 2,260 3,339 66 62
Finance costs 6 34 96 168 6 34
Total Expenses 2,035 1,216 52,175 95,795 2,035 1,216
Exceptional items – expense/ (income) (3,06,797) - 1,359 (1,497) (3,23,682) (1,869)
Profit before Tax 3,10,087 623 6,419 11,107 3,26,972 2,492
Tax expense 73,278 95 1,942 2,613 73,278 95
Profit after Tax 2,36,809 528 4,477 8,494 2,53,694 2,397
Other Comprehensive Income/ (Loss) (1) (0) (1,974) 3,972 (1) (0)
Total Comprehensive Income 2,36,808 528 2,503 12,466 2,53,693 2,397
Earnings per share of face value of Rs. 5/- each
Basic (Rs.) 813.29 1.85 (197.86) 22.42 871.28 8.42
Diluted (Rs.) 813.29 1.79 (197.86) 21.66 871.28 8.13

*The Company has sold off the subsidiary on September 21, 2020. The consolidated results are prepared considering the operations of the subsidiary till September 21, 2020 and are shown under discontinued operations.

Financial Statements for the year ended March 31, 2021 have been prepared in accordance with Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act") read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended and the Companies (Indian Accounting Standards) Amendment Rules, 2016.

2. COVID-19 IMPACT

The COVID-19 pandemic is rapidly evolving and having a material impact on how the businesses operate. Majesco Limited has taken immediate action and the majority of employees have been working remotely since March 16, 2020. Since then, all business operations of the Company have been functioning normally. We have adopted best practices for working virtually with our customers to ensure projects continue to move forward. The swift implementation of the plan has ensured that we have not experienced any disruptions to our business operations.

3. RESULTS OF OPERATIONS

a) Consolidated operations

(i) Continuing Operations

The Group reported a total income of Rs. 5,325 Lakhs for the year ended March 31, 2021 as compared to Rs. 1,839 Lakhs for the year ended March 31, 2020. The Group earned a net profit of Rs. 2,41,287 Lakhs for the year ended March 31, 2021 as compared to net profit of Rs. 9,022 Lakhs for the year ended March 31, 2020.

(ii) Discontinued Operations

The operation of subsidiary has been considered till September 21, 2020. The Group reported a total income of Rs. 59,952 Lakhs for the year ended March 31, 2021 as compared to Rs. 1,05,405 Lakhs for the year ended March 31, 2020. The Group earned a net profit of Rs. 4,477 Lakhs for the year ended March 31, 2021 as compared to net profit of Rs. 8,494 Lakhs for the year ended March 31, 2020.

b) Standalone Operations

Your Company reported a total income of Rs. 5,325 Lakhs for the year ended March 31, 2021 as compared to Rs. 1,839 Lakhs for the year ended March 31, 2020. The Company earned a net profit of Rs. 2,53,694 Lakhs (Including Rs. 3,23,682 Lakhs of exceptional gain pursuant to sale of investment in subsidiary) for the year ended March 31, 2021 as compared to net profit of Rs. 2,397 Lakhs for the year ended March 31, 2020.

4. RESERVES

No amount is proposed to be transferred to reserves for the year ended March 31, 2021.

5. DIVIDEND

The Board of Directors have approved and paid interim dividend @ 19480% i.e. Rs. 974/- per equity share of face value of Rs. 5/- each for the financial year 2020-21.

6. CHANGE IN SHARE CAPITAL

During the year under review, there was no change in authorized share capital of the Company. During the year under review, the Company allotted 15,01,830 equity shares of face value of Rs. 5/- each, to various employees in Majesco group and Managing Director of the Company, on exercise of vested stock options. These equity shares rank pari passu in all respects with existing equity shares of the Company.

Pursuant to Buyback, 15,74,088 Equity Shares of the Company which were bought back during the tendering period have been extinguished on December 23, 2020.

As on March 31, 2021, the paid-up share capital of your Company stood at Rs. 14,31,48,445/- comprising 2,86,29,689 equity shares of face value of Rs. 5/- each.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN MARCH 31, 2021 AND DATE OF THIS REPORT & CHANGE IN NATURE OF BUSINESS

Pursuant to share purchase agreement executed between Aurum Platz IT Private Limited (Aurum) and erstwhile promoter shareholders of the Company dated March 21, 2021 (‘SPA’), Aurum made a mandatory open offer in accordance with Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations") to the Public Shareholders of the Company for acquisition of upto 74,43,720 fully paid-up equity shares of face value of Rs. 5/- each representing 26% of Voting Share Capital of the Company at a price of Rs. 77/- per fully paid equity share. The tendering period for the Public shareholders under the Open Offer was open from May 20, 2021 to June 3, 2021 and 58,01,180 shares were tendered by the shareholders (77.93% of the ‘Open Offer’ quantity). The Open Offer was completed by submission of Post Offer Report by DAM Capital Advisors Limited, Merchant Banker thereby confirming status of completion of various Open Offer requirements. As on date, Aurum holds 1,00,32,859 fully paid-up equity shares of face value Rs. 5/- representing 35.04% of the Voting Share Capital of the Company.

8. SUBSIDIARY COMPANIES

Your Company has no subsidiary as on March 31, 2021.

9. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") Management Discussion and Analysis Report forms part of this Annual Report.

10. BUSINESS RESPONSIBILITY REPORT

In accordance with Regulation 34 of SEBI Listing Regulations, as amended, Business Responsibility Report is not applicable to the Company.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of sub-sections (3) (c) and (5) of Section 134 of the Act that:

a) In preparation of the Financial Statements for the financial year ended March 31, 2021, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) We have selected such accounting policies and applied them consistently and made judgments and estimates 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, 2021 and of the profit of the Company for the year ended on that date;

c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) Financial Statements of the Company had been prepared on a going concern basis;

e) We have laid down Internal Financial Controls to be followed by the Company which are adequate and operating effectively; and

f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on date of this report, the Company has six Directors, out of those three are Independent Directors including one Woman Independent Director.

a) Appointment of Mr. Onkar Shetye as an Additional Executive Director of the Company

Mr. Onkar Shetye (DIN: 06372831) was appointed as an Additional Executive Director for tenure of three years with effect from May 4, 2021, not liable to retire by rotation. Proposal for his appointment as an Executive Director is being placed for the approval of members of the Company at the ensuing AGM.

b) Appointment of Mr. Srirang Athalye as an Additional Non-Executive Director of the Company

Mr. Srirang Athalye (DIN:02546964) was appointed as an Additional Non- Executive Director. Proposal for his appointment as Non- Executive Director is being placed for the approval of members of the Company at the ensuing AGM.

c) Appointment of Mr. Ramashrya Yadav as an Additional Non-Executive Director of the Company

Mr. Ramashrya Yadav (DIN: 00145051) was appointed as an Additional Non- Executive Director. Proposal for his appointment as Non- Executive Director is being placed for the approval of members of the Company at the ensuing AGM.

d) Appointment of Mr. Ajit Joshi as an Additional Independent Director of the Company

Mr. Ajit Joshi (DIN: 08108620) was appointed as an Additional Independent Director. Proposal for his appointment as an Independent Director is being placed for the approval of members of the Company at the ensuing AGM.

e) Appointment of Dr. (Mrs.) Padma Deosthali as an Additional Independent Director of the Company Dr. (Mrs.) Padma Deosthali (DIN: 0009250994) was appointed as an Additional Independent Director. Proposal for her appointment as an Independent Director is being placed for the approval of members of the Company at the ensuing AGM.

f) Resignation of Mr. Farid Kazani (DIN: 06914620) as Managing Director of the Company Mr. Farid Kazani (DIN: 06914620) who was re-appointed as Managing Director for tenure of three years from July 4, 2020 to July 3, 2023, resigned from the Company with effect from May 04, 2021, to pursue other opportunities. He also confirmed that there was no other reason for his resignation from the Company.

g) Resignation of Mr. Radhakrishnan Sundar (DIN: 00533952) as an Executive Director of the Company Mr. Radhakrishnan Sundar (DIN: 00533952) who was reappointed as Executive Director for tenure of three years from June 1, 2018 to May 31, 2021, resigned from the Company with effect from May 04, 2021, due to the terms of Share Purchase Agreement signed with Aurum Platz IT Private Limited on March 21, 2021 in relation to acquisition of promoter shareholding in the Company. He also confirmed that there was no other reason for his resignation from the Company.

h) Resignation of Mr. Ashank Desai (DIN: 00017767) as a Non-Executive Director of the Company

Mr. Ashank Desai (DIN: 00017767) who was appointed as a Non-Executive Director on May 31, 2019, resigned from the Company with effect from May 04, 2021, due to the terms of Share Purchase Agreement signed with Aurum Platz IT Private Limited on March 21, 2021 in relation to acquisition of promoter shareholding in the Company. He also confirmed that there was no other reason for his resignation from the Company.

i) Resignation of Mr. Venkatesh N. Chakravarty (DIN: 01102892) as a Non-Executive Chairman and Independent Director of the Company Mr. Venkatesh N. Chakravarty (DIN: 01102892) who was re-appointed as a Non-Executive Chairman and Independent Director for tenure of five years from April 30, 2020 to April 29, 2025, resigned from the Company with effect from July 23, 2021, due to pre-occupation. He also confirmed that there was no other reason for his resignation from the Company.

j) Resignation of Mr. Ketan Mehta (DIN: 00129188) as a Non-Executive Director of the Company Mr. Ketan Mehta (DIN: 00129188) who was re-appointed as a Non-Executive Director, resigned from the Company with effect from July 23, 2021, due to the terms of Share Purchase Agreement signed with Aurum Platz IT Private Limited on March 21, 2021 in relation to acquisition of promoter shareholding in the Company. He also confirmed that there was no other reason for his resignation from the Company.

k) Resignation of Mrs. Madhu Dubhashi (DIN: 00036846) as an Independent Director of the Company Mrs. Madhu Dubhashi (DIN: 00036846) who was re-appointed as an Independent Director for tenure of five years from April 30, 2020 to April 29, 2025, resigned from the Company with effect from July 23, 2021, due to pre-occupation. She also confirmed that there was no other reason for her resignation from the Company.

l) Independent Directors

All the Independent Directors have furnished declaration of Independence stating that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1) and 25(8) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

Further, they also declared that they have complied with Rule 6 (1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 with respect to the inclusion of name in the data bank created by the Indian Institute of Corporate Affairs.

m) Key Managerial Personnel

Key Managerial Personnel for the financial year 2020-21

Mr. Farid Kazani (DIN: 06914620) Managing Director*

Mr. Radhakrishnan Sundar (DIN: 00533952) Executive Director^

Mr. Kunal Karan Chief Financial Officer

Mrs. Varika Rastogi Company Secretary#

As on date of the report, following are the Key Managerial Personnel –

1. Mr. Onkar Shetye (DIN: 06372831) – Executive Director

2. Mr. Kunal Karan – Chief Financial Officer During the year under review, there were no changes in the Key Managerial Personnel of the Company.

*Resigned w.e.f. May 04, 2021 ^Resigned w.e.f. May 04, 2021

# Resigned w.e.f. July 16, 2021

n) Number of Board Meetings

The Board of Directors of the Company met eleven times during the financial year 2020-21. The details of the Board meetings and the attendance of the Directors, are given in Corporate Governance Report which forms part of this report.

13. COMMITTEES OF THE BOARD

Your Company has duly constituted the Committees required under the Act read with applicable Rules made there under and the SEBI Listing Regulations.

The Company has an Audit Committee with the constitution, powers and role as are prescribed under Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations. The other statutory committees of the Board are given below:

i) Investors’ Grievances and Stakeholders’ Relationship Committee

ii) Nomination and Remuneration Committee

iii) Corporate Social Responsibility Committee Details with regard to composition, powers, role, meetings held and attendance of members at meetings of the relevant Committee are provided in the Report on Corporate Governance which forms part of this Annual Report.

14. BOARD’S PERFORMANCE EVALUATION

In compliance with requirement of the provisions of Section 178 of the Act read with Rules framed thereunder and Schedule IV to the Act as well as Regulation 17(10) of the SEBI Listing Regulations, the performance evaluation of the Board as a whole was not required to be conducted as the Board composition during the financial year 2020-21 are no longer associated with the Company and individual director was carried out during the year under review. For financial year 2020-21, the Company had adopted the Internal methodology for carrying out Board Evaluation exercise.

Director’s Self-appraisal Form as well Director’s Appraisal Peer Review Form had also been circulated, for carrying out 360o appraisal of Individual Board member.

The outcome of the evaluation of the Board was comprehensively discussed at the meeting of Nomination and Remuneration Committee and Board Meeting.

Performance Evaluation process of Independent Director was based on the declarations received from Independent Director that they fulfilled the criteria of independence as required under the Act and SEBI Listing Regulations.

15. NOMINATION AND REMUNERATION POLICY

The Company has a policy on remuneration of Directors and Key Managerial Personnel. The policy is approved by the Nomination and Remuneration Committee and the Board of Directors of the Company.

This policy is available on website of the Company and the link for the same is provided below: https://majescoltd.in/policies/.

16. PEOPLE PRACTICES

As on March 31, 2021, Majesco Limited had a total headcount of 5. The Directors wish to place on record their appreciation for the contributions made by employees to the Company during the year under review.

17. INTERNAL CONTROL SYSTEM

A strong internal control system is pervasive in the Company. The Company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting.

18. INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations.

During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, 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. The Company has a robust financial closure, certification mechanism for certifying adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.

19. STATUTORY AUDITORS AND THEIR REPORT

Pursuant to Section 139(1) and other applicable provisions of the Companies Act, 2013 at the 6th AGM held on August

6, 2019, M/s. MSKA & Associates, Chartered Accountants (ICAI Firm Registration no.: 105047W) were appointed as the Statutory Auditors of the Company to hold office for a period of 5 consecutive years from the conclusion of the 6th AGM till the conclusion of the 11th AGM of the Company. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

Further, the report of the Statutory Auditors is provided in the financial section of the Annual Report. The observations made in the Auditors’ Report are self-explanatory and do not contain any qualification, reservation or adverse remark. Therefore, it does not call for any further comments.

20. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Abhishek Bhate & Co., Company Secretary in Practice, has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure - I to this report. The report is self-explanatory and does not contain any qualification or adverse remark. Therefore, it does not call for any further comments.

21. INTERNAL AUDITOR

As required under Section 138 of the Act and Rule 13 of the Companies (Accounts) Rules, 2014, the Internal Audit function is performed by M/s. Suresh Surana & Associates LLP, Chartered Accountants. The Internal Auditor presents its report to the Audit Committee. The scope, functioning, periodicity and methodology for conducting the internal audit has been formulated in consultation with the Audit Committee.

22. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither Statutory Auditors nor Secretarial Auditor have reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees, in terms of Section 143(12) of the Act.

23. RISK MANAGEMENT

The Company has clearly laid out framework to implement and monitor Risk Management Plan of the Company. The Audit Committee quarterly reviews the risks and remedial measures taken in this regard. The risks are identified and discussed by Committee at its meeting on quarterly basis. The various risks are categorized as High risk, Medium risk and Low risk and appropriate steps/ measures are taken/ initiated, to mitigate the identified risks from time to time.

24. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees, investments covered under provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

25. RELATED PARTY TRANSACTIONS

All Related Party Transactions during the financial year under review, were at arm’s length basis and are in compliance with the applicable provisions of the Act and SEBI Listing Regulations. There were no material significant related party transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.

All the Related Party Transactions are presented to the Audit Committee and Board for their approval. Omnibus approval is given by Audit Committee for the transactions which are foreseen and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee and Board on quarterly basis, specifying the nature, value and terms and conditions of the transactions. The said transactions are approved by Audit Committee as well as by Board. The Related Party Transactions Policy as approved by the Board is uploaded on the Company’s website at https://majescoltd. in/policies/.

There are no such related party transactions required to be reported in Form AOC-2, enclosed as Annexure - II to this report.

26. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the extract of annual return in Form MGT-9 is enclosed as Annexure - III to this report and the same is placed on the Company’s website at https:// majescoltd.in/financial-information/annual-reports/.

27. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the requirement of the Act and the SEBI Listing Regulations, the Company has established a Whistle Blower Policy/ Vigil mechanism and the same is placed on the Company’s website at https://majescoltd.in/policies/.

The employees of the Company are made aware of the said policy at the time of joining the Company.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The strength of female employees in the Company is less than 10, the Company does not have an Internal Complaint Committee (ICC) per se.

29. EMPLOYEE STOCK OPTIONS

The Board of Directors hereby confirm that there is been change in the Employee Stock Option Plan (‘ESOP’) scheme plan I of the Company through postal ballot. The following are the amendments –

(i) substituting the existing sub-clause (f) of clause 10 of Part B by the following:

"In the event of bonus/rights or any other issue of securities, merger, amalgamation, demerger, business transfer, sale or disposal of any unit(s), division(s) or subsidiary, restructuring or other similar corporate actions, the Nomination and Remuneration Committee shall be authorized to provide for such adjustment, whether by way of grant of additional Options to existing Option Holders, accelerate the vesting period for existing Option Holders or otherwise, which, in its opinion and discretion, provides for a fair and reasonable adjustment to the Option Holders."

(ii) Inserting the following as sub-clause (e) to clause 12 of Part B after the existing sub-clause (d) to clause 12 of Part B i.e.:

"If an Option Holder ceases to be an Employee prior to the Exercise of the Options granted, as a part of merger, amalgamation, demerger, business transfer, sale or disposal of any unit(s), division(s) or subsidiary, restructuring or other similar corporate actions, all vested Options held by such Employee shall be exercised within a period of 60 days from the date of cessation." The other terms and conditions of ESOP Plan except as mentioned above are unchanged.

The ESOP plan is in compliance with the SEBI (Share Based Employee Benefits), 2014.

Disclosure in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 are available on the website of the company at the following link: https://majescoltd.in. During the financial year 2020-21, no employee was granted stock option equal to or exceeding 1% of the issued share capital of the Company at the time of grant of options. Since, there were no vested options available for exercise to employees, Board of Directors of the Company be and is hereby granted to close ESOP Scheme Plan I of the Company.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Act, the Board of Directors of the Company has formed a CSR Committee. The composition of CSR Committee and brief outline of the CSR policy of the Company with the initiative undertaken by the Company on CSR activities during the year are set out in Annexure - IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the website of the Company at https://majescoltd.in/policies/.

31. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required in terms of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is given below:

I. Information as per Rule 5(1) of the Companies

(A ppointment and Remuneration of Managerial

Personnel) Rules, 2014 a) Ratio of the remuneration of each director to the median remuneration of the employees ("MRE") of the Company for the financial year 2020-21

Name of the Director Ratio to MRE
Executive Directors
Mr. Farid Kazani* 4.66x
Mr. Radhakrishnan Sundar^ 0.16x
Non-Executive Directors
Mr. Venkatesh N. Chakravarty @ Not Applicable
Mr. Ashank Desai$ Not Applicable
Mr. Ketan Mehta% Not Applicable
Mrs. Madhu Dubhashi& Not Applicable
Mr. Vasant Gujarathi Not Applicable

* Resigned w.e.f. May 04, 2021

^ Resigned w.e.f. May 04, 2021

@ Resigned w.e.f. July 23, 2021

$ Resigned w.e.f. May 04, 2021

% Resigned w.e.f. July 23, 2021

& Resigned w.e.f. July 23, 2021

b) Percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year 2020-21:

Name of the Director/ Key Managerial Personnel % increase in remuneration* in the financial year 2020-21
Mr. Farid Kazani* 236.94%
Mr. Radhakrishnan Sundar^ NIL
Mr. Venkatesh N. Chakravarty@ Not Applicable
Mr. Ashank Desai$ Not Applicable
Mr. Ketan Mehta% Not Applicable
Mrs. Madhu Dubhashi& Not Applicable
Mr. Vasant Gujarathi Not Applicable
Mr. Kunal Karan, 167.78%
Chief Financial Officer
Mrs. Varika Rastogi, 192.31%
Company Secretary #

*Remuneration comprises of Gross Salary and Incentive as per Plan.

*Resigned w.e.f. May 04, 2021

^Resigned w.e.f. May 04, 2021

@Resigned w.e.f. July 23, 2021

$Resigned w.e.f. May 04, 2021

%Resigned w.e.f. July 23, 2021

&Resigned w.e.f. July 23, 2021

#Resigned w.e.f. July 16, 2021

c) Percentage increase in the MRE during financial year 2020-21: 185.81%

d) Number of permanent employees on the rolls of the Company as on March 31, 2021: 5

e) Average percentage increase made in salaries of employees other than Managerial Personnel in the financial year was 110.22% vis-a-vis increase of 204.49% in the salaries of Managerial Personnel.

f) Afirmation that the remuneration is as per the remuneration policy of the Company: We afirm that the remuneration is as per the remuneration policy of the Company

II. Information as per Rule 5(2) of the Companies (A ppointment and Remuneration of Managerial Personnel) Rules, 2014

The statement containing particulars of employees in terms of remuneration drawn is provided in a separate annexure forming part of this report. However, having regard to Section 136 of the Act, the Annual Report excluding the aforesaid annexure, is being sent to all the members of the Company and others entitled thereto. The said annexure is open for inspection and any member who wishes to inspect shall send a request for the same on the e-mail id of the Company i.e. investors.grievances@majescoltd.in.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and operations of the Company.

33. PUBLIC DEPOSITS

Your Company has not accepted any deposits from public in terms of Section 73 and/ or 74 of the Act.

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

(a) Conservation of energy: considering nature of business of the Company, energy costs constitute a small portion of the total cost and there is not much scope for energy conservation.

(i) the steps taken or impact on conservation of energy.
(ii) the steps taken by the company for utilizing alternate sources of energy Not Applicable
(iii) the capital investment on energy conservation equipment’s
(b) Technology absorption:
(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported Not Applicable
(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 used

Total foreign exchange used and earned by Majesco Limited (Rs. in Lakhs)

Year ended March 31, 2021 Year ended March 31, 2020
Exchange used 34 48
Exchange earned Nil Nil

35. CORPORATE GOVERNANCE

The Company has complied with corporate governance requirements as prescribed under the Act and the SEBI Listing Regulations. A separate section on corporate governance practices followed by the Company together with the certificate from M/s. Abhishek Bhate & Co., Company Secretary in Practice, forms an integral part of this report.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

37. ACKNOWLEDGMENT

Your Directors place on record their appreciation for employees at all levels, whose hard work and solidarity have contributed to the growth and performance of your Company. Your Directors also thank the customers, vendors, bankers and shareholders of the Company for their continued support. Your Directors also thank the Central and State Governments and other statutory authorities for their continued support.

For and on behalf of the Board
Majesco Limited
Venkatesh N. Chakravarty
Non-Executive Chairman
Date: July 23, 2021 & Independent Director
Place: Navi Mumbai DIN: 01102892