Majestic Research Services & Solutions Ltd Directors Report.

Dear Members,

The Board of Directors are pleased to present the Companys Eight Annual Report and the Companys audited financial statements (standalone and consolidated) for the financial year ended March 31, 2021.

1. FINANCIAL SUMMARY

Particulars Standalone
2020-2021 2019-2020
Revenue from Operations 57.24 2,072.28
Other Income - -
Total income 57.24 2,072.28
Less Total Expenses 2,313.24 2,661.97
Profit or Loss before Tax -2,256.00 -589.68
Less: Current Tax - -
Deferred Tax (Liability)/ Asset - -
Profit or (Loss) After Tax -2,256.00 -589.68
Add: Balance as per last Balance Sheet - -
Less: Transfer to Reserves - -
Less: Interim Dividend Paid - -
Less: Dividend Distribution tax - -
Less: Pre Acquisition Profit - -
Balance Transferred to Balance Sheet - -

2. REVIEW OF OPERATIONS

During the year under review, the Standalone Financial results for the year show a Total Income of Rs. 57.24 Lakhs compared to Rs. 2072.28 Lakhs and standalone Net Profit after tax of Rs. (2,256) Lakhs as compared to Rs. (589.68) Lakhs in the previous year.

Your Directors are optimistic about Companys 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

Your Directors feel there is a loss during the year in Company and therefore, do not recommend any dividend for the financial year ended on March 31, 2021.

Your Directors do not propose to transfer any amount to the General Reserve for the financial year ended March 31, 2021.

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

Pursuant to provisions of Section 124 & 125 of the Companies Act, 2013, the company is not required to transfer the amount to the Investor Education and Protection Fund (IEPF) established by the Central Government as the company have not declare the any Dividend there is no unpaid/unclaimed Equity Shares Dividend in FY 2020-2021.

5. CHANGE IN SHARE CAPITAL

There is no Change in share capital of the Company during the year under review.

6. MANAGEMENT DISCUSSION & ANALYSIS

REPORTS

Management Discussion & Analysis Report hasbeen separately furnished in the Annual Report.

7. FINANCE

Cash and Bank Balance as at 31st March, 2021 was Rs. 244.86 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.

8. DEPOSITS

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

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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

10. 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.

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

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

(a) Conservation of energy

(i) the steps taken or impact on conservation of energy Companys 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 equipments Not applicable, in view of comments in clause (i)

(b) Technology Absorption : Not Applicable

(i) the effort made towards technology absorption

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

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

(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

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

(iv) the expenditure incurred on Research and Development

(c) Foreign Exchange Earnings and Outgo

(Rs. in Lakhs)

Current Year Previous year
Foreign Exchange earnings (inflow)* -- -
Foreign Exchange outgo (outflow) -- -

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

12. INDUSTRIAL RELATION

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

13. DETAILS OF DIRECTORS / KMP / APPOINTED / RESIGNED DURING THE YEAR:

Mr. Manish Baid appointed as Company Secretary and Nomination And Remuneration Compliance Officer with effect from 10th May, 2019.

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

15. COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF

Board of Directors:

Category Name of Director
Executive and Non Independent Mr. Rajendra Kumar Sharma
Director Mr. Sarang Panchal
Non-Executive and Independent Mr. Rupesh Bhujbal
Director Mr. Rajesh Oberoi
Ms. Ritu Gupta

Audit Committee:

Name Status in Committee
1 Rupesh Bhujbal Chairman
2 Ritu Gupta Member
3 Rajesh Oberoi Member

Committee:

Name Status in Committee
1 Rupesh Bhujbal Chairman
2 Ritu Gupta Member
3 Rajesh Oberoi Member

Stake Holders Relationship Committee:

Name Status in Committee
1 Rupesh Bhujbal Chairman
2 Ritu Gupta Member
3 Rajesh Oberoi Member

16. DECLARATION OF INDEPENDENT DIRECTORS

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

17. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES

A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was led by Nomination & Remuneration Committee, the evaluation was done using individual interviews covering amongst other vision, strategy and role clarity of the Board. Board dynamic and processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc. As part of the evaluation process the performance of Non- Independent Directors, the Chairman and the Board was done by the Independent Directors. The performance evaluation of the respective Committees and that of independent and Non Independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process.

18. MEETINGS OF THE BOARD

5 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 March 31, 2021, 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, 2021 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 arms 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 - A"

21. SUBSIDIARIES, ASSOCIATES AND JOINTVENTURE COMPANIES

The Company has No Subsidiaries as on the date of the Report.

22. MERGERS, ACQUISITIONS AND DIVESTMENT

There was no merger or Acquisitions or Divestment done by the Company during the period underreview.

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 Companies act, 2013 and SEBI (LODR) Regulation, 2015 in order to pay equitable remuneration to the Directors, Key Managerial Personnel and employees Company and to harmonies 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 Companys code of conduct of the Company.

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

The Company has set up an Internal Complaints Committee to redress complaints received regarding sexual harassment. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. STATUTORY AUDITORS

"RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as may be applicable M/s. Suvarna & Katdare, Chartered Accountants (Firm Registration No. 125080W) Mumbai, be appointed as statutory auditors of the Company, to hold office for One year till the next AGM, as applicable, at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors." suggestions

28. COST AUDIT

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

29. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

Statutory Auditor

There are some qualifications, reservations or adverse remarks made by the Auditors in their report as on March 31, 2021 provided in Audit report along with financials. The Board is trying to maintain utmost financial discipline and avoid delay in paymentof statutory dues.

30. 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, 2021 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.

31. ANNUAL RETURN

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

32. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements related and on the date of this report. During the year under review, the financial position of the companywas satisfactory.

33. PARTICULARS OF EMPLOYEES NEED TO BE CHECKED WITH OTHER AR OF COMPANIES

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

34. SECRETARIAL STANDARD:

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

35. 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 Boards Report. Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employee falls under the threshold provided therein.

36. CORPORATE GOVERNANCE

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

37. CORPORATE SOCIAL RESPONSIBILITY

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

38. 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

For and on behalf of the Board of Directors
Sarang Panchal
(Managing Director)
DIN: 00046744
Rajendra Kumar Sharma
(Whole-Time Director)
DIN: 06879460
Mumbai, 3 0 th June, 2021