Majestic Auto Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 48th Annual Report of the Company along with the Company’s Audited Financial Statements for the Financial Year ended March 31, 2021.

1. FINANCIAL RESULTS

A brief summary of the audited financials of the Company for the Financial Year ended March 31, 2021 is given below. The figures of the current Financial Year and previous Financial Year have been prepared in accordance with the Indian Accounting Standards (‘Ind AS’).

(Rs. in Lakhs)

Particulars

Standalone Performance

Consolidated Performance

Year ended

Year ended

March 31,2021 March 31,2020 March 31,2021 March 31,2020
Revenue from operations 2,025.35 3,266.76 5,683.63 6,916.21
Profit before Finance Cost and Depreciation Expenses 1,486.47 2,083.62 5,312.15 5,297.34
Finance Costs 320.02 504.97 1,692.00 2,009.32
Depreciation and Amortization Expenses 207.69 212.30 895.35 924.69
Profit from ordinary activities before share of Profit/(Loss) of Associates 958.76 1,366.35 2,724.80 2,363.33
Profit before tax 958.76 1,366.35 2,724.80 2,363.33
Tax Expense 102.19 1,148.64 543.94 4,453.48
Profit for the year from continuing operations after tax 856.57 217.71 2,180.86 (2,090.15)
Profit/(Loss) from discontinuing operations after tax - -
Profit for the year 856.57 217.71 2,180.86 (2,090.15)
Attributable to:
-Equity Shareholders of the Company 856.57 217.71 1,992.72 (1,602.52)
-Non-controlling interests N.A N.A 188.14 (487.63)
Other Comprehensive Income 10,127.56 (7,358.51) 10,135.66 (7,360.69)
Total Comprehensive Income 10,984.13 (7,140.80) 12,316.52 (9,450.84)
Balance in Retained Earnings at the beginning of the year 19,223.77 19,008.02 18,456.96 20,063.62
Profit for the year (attributable to equity shareholders of the company) 856.57 217.71 1,992.72 (1,602.52)
Re-measurement of defined Employee benefit plans) 9.61 (1.96) 17.71 (4.14)
Dividends including tax on dividend Nil Nil Nil Nil
Acquisition of non-controlling interests N.A N.A Nil Nil
Transferred to General Reserve - - - -
Balance in Retained Earnings at the end of the year 20,089.95 19,223.77 20,467.39 18,456.96

During the Financial Year 2020-21, the revenue from operations was Rs. 2,025.35 Lakhs as compared to Rs. 3,266.76 Lakhs in the previous Financial Year 2019-20.

Profit before tax (PBT) during the Financial Year 2020-21 was Rs. 958.76 Lakhs as compared to Rs. 1,366.35 Lakhs in the previous Financial Year 2019-20.

The total comprehensive income of the Company for the Financial Year 2020-21 stood at Rs. 10,984.13 Lakhs as compared to loss of Rs. 7,140.80 Lakhs in the previous Financial Year 2019-20.

2. DIVIDEND

The Board of Directors have proposed a Final Dividend to the shareholders of the Company for FY 2020-21 at the rate of Rs. 7.50/- per share. The said Final Dividend is subject to approval at the ensuing Annual General Meeting to be held in the Calendar Year 2021.

3. TRANSFER TO GENERAL RESERVE

During the Financial Year 2020-21, all the profits made by the Company are transferred to retained earnings from statement of profit and loss.

4. CAPACITY UTILISATION & PLANT OPERATIONS

The company has discontinued operations of manufacturing in the second half of the financial year 2017-18, and till date, no further operations in the said manufacturing segment. The company has diversified into facility management services, leasing of owned property, purchase, acquire, build & construct any property etc.

The year 2020-21 has been challenging for each one of us. The Covid-19 pandemic has had a significant impact on lives, livelihoods, and the business. Operational challenges mounted due to restricted movement and disrupted supply lines during the first few months of the pandemic. As the second wave of the pandemic unfolds with predictions of a third wave in the offing, the Company assures that we continue to stand with the nation during this challenging phase of Covid-19. Without doubt, the War against Covid-19 is the most expensive war ever fought in the history of mankind.

The Management looks at the future with optimism and hopes to do better in year to come.

5. CHANGES IN SHARE CAPITAL

The Company has neither come up with any Right Issue/ Preferential Issue, nor issued any Sweat Equity Shares and not provided any Stock Option Scheme to the employees during the Financial Year 2020-21.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES HOLDING COMPANY

The Holding Company, Anadi Investments Private Limited is holding 77,57,687/- equity shares in the company of Rs. 10/- each equivalent to 74.61% of the paid up capital of the company as on 31st March 2021.

SUBSIDIARY COMPANIES

The Company has following Subsidiaries: i) Majestic IT Services Limited (MITSL) (wholly owned subsidiary), engaged in the business of Facility Management Services led by Ms. Aashima Munjal, Managing Director of the company. The Company managed to achieve revenue from operations of Rs. 600 Lakhs in the FY 2020-21. ii) Emirates Technologies Private Limited (ETPL), whose 80% equity was acquired by the company in September 2015 has its operations in National Capital Region (Delhi NCR).

The main objective for the acquisition was to diversify investments and operations of the company. The main objects of ETPL are in the business of Facility Management Services or related services.

A statement containing the salient features of the financial statements of the Subsidiaries, Joint Ventures and Associates of the Company in Form AOC-1, as required under the Companies (Accounts) Rules, 2014, as amended, also forms part of the Notes to the financial statements.

MATERIAL SUBSIDIARIES

The Board of Directors of your company has approved a policy for determining material subsidiaries. At present, your company is having two material subsidiaries named Emirates Technologies Private Limited and Majestic IT Services Limited as per the regulation 16(1)(c) of SEBI (Listing Obligations and disclosure requirements) Regulations, 2015. The policy on Material Subsidiary can be viewed on company’s website www.majesticauto.in.

However, for FY 2020-21, the Company had only one material subsidiary named Emirates Technologies Private Limited as per the regulation 16(1)(c) of SEBI (Listing Obligations and disclosure requirements) Regulations, 2015.

7. MATERIAL CHANGES & COMMITMENTS

No material changes and commitments have occurred, which can affect the financial position of the Company between the end of the Financial Year and upto the date of this Report except below:

1. On 15 April 2021 the Hon’ble NCLT has approved the resolution plan submitted by the Company for acquisition of Sharan Hospitality Private Limited. However, the same is subject to vacation of certain interim orders passed in respect of SHPL by the Hon’ble High Court of Delhi.

2. The Board approved the financial results for the quarter ended June 30, 2021 in its meeting held on August 14, 2021 with the following qualification as mentioned in the notes of financial results:

Audit Committee of the Company has not approved the accounts due to prior approval not taken for the RPT.

The management gave the below reply to the above qualification in the notes of financial results for the quarter ended June 30, 2014

The Executive Management will place the RPT transactions of the 1st quarter of FY 2021-22 with the Audit Committee again for their approval. The transactions are at arm’s length and in ordinary course of business as per the Executive Management. Further it has been agreed in the Board Meeting held on June 30, 2021 that prior approval of Audit Committee will be taken for each RPT as per LODR and the Company is complying with the same.

3. Ms. Juhi Garg has resigned from the post of Company Secretary and Compliance Officer w.e.f. August 03, 2021. Also, Mr. Sham Lal Mohan, Mr. Naveen Jain and Mr. Vikas Nanda have resigned from the post of Independent Directors w.e.f September 02, 2021 citing discord amongst the 3 promoter/executive directors and stating they were not getting timely, accurate or complete information. The Chairman and Managing Director replied to the letter stating that the 3 Independent Directors had openly taken sides in disputes amongst promoter directors.

4. Mr. Pradip Kumar Mittal & Dr. Rajesh Kumar Yaduvanshi have been appointed as Non-Executive Independent Director w.e.f. October 12, 2021 to fill the casual vacancies, which would be placed for regularization by the members in the ensuing Annual General Meeting.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders have been passed during the Financial Year 2020-21 by the regulators or courts or tribunals affecting the going concern status and Company’s operations in the future.

Mr. Mahesh Munjal, Chairman & Managing Director, has received a warning letter dated September 8, 2021 from SEBI which was placed before the Board for its noting in its meeting held on October 12, 2021 and necessary disclosure were given to BSE.

9. BOARD AND KEY MANAGERIAL PERSONNEL (KMP)

There is no change in the composition of the Board and Key Managerial Personnel during the Financial Year 2020-21. However, following changes took place in the Board and the Key Managerial Personnel during the Financial Year 2021-22 till the date of signing of this Board’s Report:

S. No. Name of Director / KMP Position Nature of Change Cessation / Resignation
1 Sanjeev Krishna Sharma Independent Director Appointment May 08, 2021*
2 Yogendra Kumar Gupta Independent Director Appointment May 08, 2021*
3 Anil Thapar Independent Director Appointment May 08, 2021*
4 Sanjeev Krishna Sharma** Independent Director Resignation June 25, 2021
5 Yogendra Kumar Gupta** Independent Director Resignation June 25, 2021
6 Anil Thapar** Independent Director Resignation June 25, 2021
7 Juhi Garg Company Secretary Resignation August 03, 2021
8 Sham Lal Mohan Independent Director Resignation September 02, 2021
9 Naveen Jain Independent Director Resignation September 02, 2021
10 Vikas Nanda Independent Director Resignation September 02, 2021
11 Pradip Kumar Mittal*** Additional Independent Director Appointment October 12, 2021
12 Rajesh Kumar Yaduvanshi*** Additional Independent Director Appointment October 12, 2021

*Appointed as Independent Directors in the EGM called by requisitionists shareholders on May 08, 2021. There was a stay on the said appointment in terms of the SEBI order dated June 11, 2021.

**Resigned as Independent Directors w.e.f. June 25, 2021. ***Mr. Pradip Kumar Mittal and Dr. Rajesh Kumar Yaduvanshi were appointed as an Additional and Independent Director of the Company with effect from October 12, 2021 till the conclusion of the ensuing Annual General Meeting to fill casual vacancies.

Your Company in pursuance of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 filed the required intimations to the BSE w.r.t the above said appointments and resignations.

None of the Directors is disqualified from being appointed as or holding office of Directors as stipulated in Section 164 of the Companies Act 2013.

The definition of "Independence" of Independent Directors has been derived from Section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received, Mr. Vikas Nanda, Mr. Naveen Jain, Mr. S.L. Mohan & Mr. Anil Kumar Sharma were already holding the position of Independent Directors of the company as per Section 149(6) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 as on March 31, 2021.

The Company had received declarations from all the Independent Directors in accordance with Section 149 of the Companies Act, 2013, for the financial year 2020-21 that they meet the criteria of independence as laid out in Sub-Section (6) of Section 149 of the Companies Act, 2013. Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Independent directors, as per the provisions of Regulation 16(1)(b) of the Listing Regulations, also confirm that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management. The Company had also received the declaration of Independence from the Additional Independent Directors i.e. Mr. Pradip Kumar Mittal and Dr. Rajesh Kumar Yaduvanshi who were appointed on October 12, 2021.

10. BOARD MEETINGS

During the Financial Year 2020-21, 5 Board Meetings were held and details of Board and Committee meetings attended by each Director are disclosed in the Corporate Governance Report annexed as part of Annual Report.

11. COMMITTEES OF BOARD i. Nomination & Remuneration Committee:

The Board has duly constituted the Nomination & Remuneration Committee and the details of the Committee meetings and members who have attended the meetings are disclosed in the Corporate Governance Report annexed as part of Annual Report.

Nomination & Remuneration Committee constituted under section 178 of Companies Act’ 2013 consist of below mentioned members during the Financial Year 2020-21:

Mr. Naveen Jain Chairman
Mr. Vikas Nanda Member
Mr. Sham Lal Mohan Member

During the period under review, 1 meeting of Nomination & Remuneration Committee was held in the year, the details of which are mentioned in the Corporate Governance Report.

At present, the composition of the Nomination and Remuneration Committee is as follows after the changes between the end of financial year upto the date of the report:

Mr. Anil Kumar Sharma Chairman
Mr. Pradip Kumar Mittal Member
Dr. Rajesh Kumar Yaduvanshi Member
Mr. Mahesh Munjal Member

BOARD EVALUATION

Pursuant to the applicable provisions of the Act and Regulation 17(10) and other applicable regulations, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR’), the performance of the Board and individual Directors was evaluated by the Board seeking relevant inputs from all the Directors.

One separate meeting of Independent Directors was held during the year on March 24, 2021 to review the performance of Non - Independent Directors, performance of the Board as a whole and performance of the Chairperson of the Company. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. ii. Audit Committee:

The Board has duly constituted the Audit Committee and the details of the Committee meetings and members who have attended the meetings are disclosed in the Corporate Governance Report annexed as part of Annual Report. Audit Committee constituted under the provisions of Section 177 of the Companies Act, 2013 consist of below mentioned members during the Financial Year 2020-21:

Mr. Vikas Nanda Chairman
Mr. Naveen Jain Member
Mr. Sham Lal Mohan Member

During the period under review, 4 meetings of Audit Committee were held in the year, the details of which are mentioned in the Corporate Governance Report and there was no such recommendation of Audit committee which was not accepted by the board. Hence, disclosure of the same is not required in this report.

At present, the composition of the Audit Committee is as follows after the changes between the end of financial year upto the date of the report:

Mr. Pradip Kumar Mittal Chairman
Dr. Rajesh Kumar Yaduvanshi Member
Mr. Anil Kumar Sharma Member
Mr. Mahesh Munjal Member

iii. Corporate Social Responsibility:

The Board has duly constituted the Corporate Social Responsibility Committee and the details of the Committee meetings and members who have attended the meetings are disclosed in the Corporate Governance Report annexed as part of Annual Report.

Corporate Social Responsibility Committee constituted under the provisions of Section 135 of the Companies Act, 2013 consist of below mentioned members during the Financial Year 2020-21:

Mr. Mahesh Munjal Chairman
Mr. Vikas Nanda Member
Ms. Aashima Munjal Member

During the period under review, 1 meeting of Corporate Social Responsibility Committee was held in the year, the details of which are mentioned in the Corporate Governance Report.

At present, the composition of the Audit Committee is as follows after the changes between the end of financial year upto the date of the report:

Mr. Mahesh Munjal Chairman
Mr. Aayush Munjal Member
Mr. Anil Kumar Sharma Member

iv. Stakeholder Relationship Committee:

The Board has duly constituted the Stakeholder Relationship Committee and the details of the Committee meetings and members who have attended the meetings are disclosed in the Corporate Governance Report annexed as part of Annual Report.

The composition of Stakeholder Relationship Committee during the Financial Year 2020-21:

Mr. Vikas Nanda Chairman
Mr. Mahesh Munjal Member
Ms. Aashima Munjal Member

During the period under review, no meeting of Stakeholder Relationship Committee was held.

At present, the composition of the Stakeholder Relationship Committee is as follows after the changes between the end of financial year upto the date of the report:

Mr. Anil Kumar Sharma Chairman
Mr. Aayush Munjal Member
Mr. Mahesh Munjal Member

v. Vigil Mechanism Committee:

The Board has duly constituted the Vigil Mechanism Committee in FY 2020-21.

The composition of Vigil Mechanism Committee during the Financial Year 2020-21:

Mr. Sham Lal Mohan Chairman
Mr. Mahesh Munjal Member
Mr. Anil Kumar Sharma Member

During the period under review, no meeting of Vigil Mechanism Committee was held.

At present, the composition of the Vigil Mechanism Committee is as follows after the changes between the end of financial year upto the date of the report:

Mr. Anil Kumar Sharma Chairman
Mr. Pradip Kumar Mittal Member
Mr. Mahesh Munjal Member

The Company has formulated its Vigil Mechanism (Whistle Blower Policy) to deal with concerns/complaints of directors and associates, if any. The details of the Policy are also provided in the Corporate Governance Report is available at the Investors Relations section on the Company’s website at www.majesticauto.in.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not granted any loans, guarantees or made investments within the meaning of Section 186 of the Act during the Financial Year 2020-21.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH

RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm’s length basis and in the ordinary course of the business. There are no materially significant related party transactions, in terms of SEBI (LODR), Regulations, 2015, 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. The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC - 2 is annexed as Annexure-A to this Report.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013 and the regulations made under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy is placed on the website of the Company i.e. www.majesticauto.in.

14. LISTING

The shares of your Company are listed at BSE Limited, and pursuant to Regulation 14 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Annual Listing fees for the year 2021-22 have been paid. The Company has paid the annual custodian fees for the year 2021-22 in respect of Shares held in dematerialized mode to NSDL & CDSL.

15. DEPOSITS

The Company has neither accepted nor renewed any deposits in terms of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year 2020-2021.

16. INSURANCE

Company’s assets are adequately insured against multiple risks from fire, riot, earthquake, terrorism and other risks which are considered necessary by the management.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013 ("the Act"), the Directors make the following statements that: (i) In the preparation of the annual accounts, the applicable Indian accounting standards (abbreviated Ind-AS) have been followed for the year as prescribed under Section 133 of Companies Act, 2013, as notified under the Companies (Indian Accounting Standard) Rules, 2015, in a simple and concise manner.

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The directors have prepared the annual accounts on a going concern basis.

(v) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

18. FUTURE OUTLOOK

The details of Future Outlook of the Company are disclosed in the Management Discussion and Analysis Report forming part of this report.

19. INTERNAL FINANCIAL CONTROLS

The Corporate Governance Policy guides the conduct of the affairs of your Company and clearly delineates the roles, responsibilities at each level of its key functionaries involved in governance. Your Company has in place adequate internal financial controls with reference to the Financial Statements. During the year under review, no reportable material weakness in the operation was observed. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

20. AUDITORS

(i) Statutory Auditors and their Report

M/S SAR & Associates, Chartered Accountants (Firm Registration No. 122400W) were appointed in 2018 as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of 45th AGM to the conclusion of 50th AGM of the company to be held in Calendar Year 2023. They have audited the Financial Statements of the company for the FY under review. There are no qualifications, reservations or adverse remarks and disclaimers made by the Statutory Auditors, in their Audit Report for the Financial Year 2020-21. Further, there were no frauds reported by the Statutory Auditors to the audit committee or the board under Section 143(12) of the Act for the Financial Year 2020-21.

(ii) Secretarial Auditors and their Report

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report and Compliance Report is annexed herewith as Annexure-B to this Report duly certified by PKB & Associates, Company Secretaries, (UCN: S2015RJ312100), as Secretarial Auditor of the Company. Observation of the Secretarial Auditor for FY 2020-21:

1. After reviewing the Minutes of the Board Meetings and other supporting documents or mail responses provided by the Management, we felt that there is a "Management Dispute" in the Board of the Company.

2. Nomination and Remuneration Committee (NRC) did not recommend the appointment of Mr. Anil Thapar as Additional Independent Director since it felt that the Board had sufficient Directors and expertise. However, the Company has not disclosed the opinion of NRC and Board on non-appointment of Mr. Anil Thapar with the stakeholders as per regulation 4 of the SEBI (LODR) Regulations, 2015 for the best interest of the Company/ the shareholders and the same should be disclosed in the lines of material information.

Management response on the above said observation:

1. There is a dispute amongst Promoter Directors. However, such dispute would not in any manner impact the performance of the company.

2. The mode and manner of appointment of Independent Directors by shareholders in Extra Ordinary General Meeting was made subject matter of SEBI’s interim order dated 11 June 2021 and the said order was revoked on 15 July 2021 after the Independent Director Mr. Anil Thapar resigned.

Also, Emirates Technologies Private Limited being the Material Subsidiary of Majestic Auto Limited, the Secretarial Audit Report of Emirates Technologies Private Limited is also annexed herewith as "Annexure-B" to this Report duly certified by PKB & Associates, Company Secretaries, (UCN: S2015RJ312100).

(iii) Internal Auditor

In terms of section 138 of the Companies Act, 2013, the Company has appointed S. Tandon & Associates, Chartered Accountants as the Internal Auditors of the Company for the FY 2020-21.

The management has duly considered the Quarterly Internal Audit Reports issued by them & placed the same periodically before the Audit Committee & the Board. The suggestions/ observations of the Internal Auditor has been replied and corrective steps has been taken wherever possible.

21. COST AUDIT

Due to manufacturing operations being discontinued, cost audit is not applicable on the company.

22. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3) (a) of the Act read with rules made thereunder, the Annual Return of the Company for the Financial Year ended on March 31, 2021 is available on the Company’s website at www.majesticauto.in.

23. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their Remuneration.

The said policy has been uploaded on the website www.majesticauto.in. The Key provisions of Nomination and Remuneration policy are appended as an "Annexure-C" to the Board’s report.

24. PARTICULARS OF EMPLOYEES (SECTION 197 OF THE COMPANIES

ACT, 2013 READ WITH THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014)

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as an "Annexure-D" and forms an integral part of this report.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the applicable provisions of the SEBI (LODR) 2015, a detailed Management Discussion & Analysis Report forming part of the Annual Report is annexed as "Annexure-E" to this Report.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted the Corporate Social Responsibility (CSR) Committee, which has been entrusted with the responsibility of formulating and recommending CSR policy indicating the activities to be undertaken by the Company, monitoring and implementation of the framework of CSR policy and recommending the amount to be spent on CSR activities. Annual Report on Corporate Social Responsibility [CSR] activities is appended as an "Annexure-F" to this Report.

27. CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, adequate steps have been taken to ensure that all the provisions relating to Corporate Governance are duly complied with.

A report on Corporate Governance along with the Auditors’ Certificate as a part of this report is annexed hereto as "Annexure-G".

28. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013 and Accounting Standard - 21 on Consolidated Financial Statements read with Accounting Standard - 23 on Accounting for Investments in Associates and Accounting Standard - 27 on Financial Reporting of Interests in Joint Venture in Consolidated Financial Statements, your Directors have the pleasure in attaching the Consolidated Financial Statements which forms a part of the Annual Report. The financial statements has been consolidated with its 2 subsidiaries only i.e. Emirates Technologies Private Limited and Majestic IT Services Limited.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has generally complied with the provisions of Secretarial Standard - 1 (Secretarial Standard on meetings of Board of Directors) and Secretarial Standard - 2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India except minutes of some meetings have been approved in subsequent meetings with some delays.

30. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company has adequate risk management process to identify and notify the Board of Directors about the risks or opportunities that could have an adverse impact on the Company’s operations or could be exploited to maximize the gains. The processes and procedures are in place to act in a time bound manner to manage the risks or opportunities. The risk management process is reviewed and evaluated by the Board of Directors.

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has placed a Policy to treat women employees with dignity and no discrimination against them plus zero tolerance toward any sexual abuse - to abide by letter and spirit requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under and redressal of complaints of sexual harassment at work place. All employees (permanent, contractual, temporary, trainees) are supposed to adhere to conduct themselves as prescribed in this policy. During the year under review no complaint of this nature was reported to the Board.

32. HUMAN RESOURCES

Industrial Relations

Management is keen on following the best practices for attracting, retaining and enhancing human resources of the Company. Internal transfer, job rotation and training have been inculcated at different levels of the organization hierarchy to evolve team leaders and managers. The above-mentioned measures will ensure a motivated workforce, promote the ownership and sharing economic growth of the Company.

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

The particulars related to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as ‘Annexure-H’ to this Report.

34. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Articles of Association of the Company, Mr. Mahesh Munjal, Chairman and Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

35. OTHER INFORMATION

(i) Change in Nature of business, if any

There is no change in the nature of business of the Company during the year under review.

(ii) Proceeding under Insolvency and Bankruptcy Code, 2016

The Company has not made any application or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 ("IBC Code") during the Financial Year and does not have any proceedings related to IBC Code. The Company has not made any onetime settlement during the Financial Year 2020-21 with Banks or Financial Institution.

36. ACKNOWLEDGEMENT

The Board of Directors expresses their sincere appreciation to all the stakeholders of the Company for the trust, confidence and support bestowed upon us. The Board of Directors is also grateful to the holding company for their contribution towards the growth and success of the Company.

The Board of Directors assures to uphold the Company’s commitment towards acting with honesty, integrity and respect and to be responsible and accountable to all the stakeholders of the Company.

The Board of Directors thanks to all stakeholder for your commitment and invaluable contributions toward helping our business succeed and on course to deliver sustainable and profitable growth.

Please do look after the health and safety of yourself and your families.

On behalf of the Board of Directors
Majestic Auto Limited
Mahesh Munjal
Date: November 2, 2021 (Chairman & Managing Director)
Place: Noida (DIN: 00002990)