Majestic Research Services and Solutions imited...Majestic Research Services and Solutions imited 4 Suitable for all: mobile application behaviour Advertising Services New Lunches

Majestic Research Services and Solutions Limitedwww.mrssindia.com

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CONTENTS

CORPORATE OVERVIEW PAGE NO

About MRSS India and Business Overview ................................................................................................................................. 02

Financial Highlights ...................................................................................................................................................................... 07

Chairman Message ........................................................................................................................................................................ 08

Corporate Information .................................................................................................................................................................. 09

REPORTS

Notice ............................................................................................................................................................................................ 10

Board’s Report & Annexure to Board’s Report ............................................................................................................................ 14

Management Discussion and Analysis .......................................................................................................................................... 33

FINANCIAL STATEMENTS

Standalone

Independent Auditor’s Report ....................................................................................................................................................... 36

Balance Sheet ................................................................................................................................................................................ 40

Statement of Profit and Loss ......................................................................................................................................................... 41

Cash Flow Statement .................................................................................................................................................................... 42

Notes to Accounts ......................................................................................................................................................................... 43

Consolidated

Independent Auditor’s Report ....................................................................................................................................................... 54

Balance Sheet ................................................................................................................................................................................ 58

Statement of Profit and Loss ......................................................................................................................................................... 59

Cash Flow Statement .................................................................................................................................................................... 60

Notes to Accounts ......................................................................................................................................................................... 61

SHAREHOLDERS INFORMATION

Attendance Slip .........................................................................................................................................

Proxy Form ................................................................................................................................................


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MRSS INDIA 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 MR space in India to be listed on BSE SME Exchange – greater vision, greater commitment! With this comes higher standard of service, delivery and transparency.

Our Company, engaged in the business of market research, was incorporated as ‘Majestic Research Services and Solutions Private Limited’ under the Companies Act, 1956 vide Certificate of Incorporation dated May 2, 2012 bearing registration number 063818issued by the Registrar of Companies, Karnataka. Subsequently, vide fresh Certificate of Incorporation dated August 11, 2014, our Company was converted into a public limited company and the name of our Company was changed to ‘Majestic Research Services and Solutions Limited.’ The corporate identity number of our Company is U72200KA2012PLC063818.

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

Our Company is the subsidiary of Majestic Market Research Support Services Limited also referred hereinafter as the “Parent Company”. Our Parent Company has a global reach with presence in 18 countries of Middle East and APAC region.

We provide actionable insights to our clients and assist them in making better strategic decisions in their respective lines of business. Our 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 our 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

SERIVICESNet Promoter Score

NPS is a metric that holds companies and employees accountable for how they treat customers by measuring the proportion of customers that would highly recommend the company (“Promoters”) minus the number of customers who would not recommend it (“Detractors”).

The Net Promoter Score is not a traditional customer satisfaction framework. Its data is used to develop an actionable plan to drive improvements in customer service loyalty, generally has total commitment from management and since the company acts on customer feedback, sustainable profitable growth is a distinct possibility!

The link between customer loyalty and true sustainable organic growth is well established which provides companies with powerful measurable financial incentives. But unlike financial accounting rules that tempt companies to chase short-term profits at the expense of customer loyalty via the Net Promoter Score framework which requires and inspires organizations to make it right for its customers and employees. It is the business equivalent of the Golden Rule: treat others, as you yourself would want to be treated.

Customer Based Brand Equity

Brand equity is critical in building a business. It is the outcome of positive brand attributes and favorable consequences of brand use. It takes time, patience, and great deal of effort to build brand equity. A brand with high brand equity is an asset as it creates awareness and goodwill resulting in higher revenues, price premium and acceptance of any new line extension. Brand equity is typically the result of brand loyalty that comes with increased market share. MRSS India offers BRIM Index (Brand Resonance Index) as a measure of brand equity. The framework of the model is shown below:

Awareness

Image

Feelings

Judgment

Market

Loyalty

B

R

I

M


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Once a customer is positive about brand’s performance its behavior will reflect in future purchase along with the frequency of purchase. Market factors demonstrated by the strength of distribution will be measured to assess whether the power of brand has been leveraged or not. Brand preference and good word of mouth will create loyalty halo for the brand.

Pricing Research Methods

Price is the quintessential aspect that plays a major role in the purchase of a product or service by a customer. It is a good way of working out the most acceptable price point to consumers. We offer several different Pricing Research methods:

PSM (Price Sensitivity Meter) – to be used when you are looking for suitable price for your product

BPTO (Brand Price Trade-off) - when you want to study the brand and price relationship i.e. how the consumers trade-off between brand and price.

Choice Based Conjoint (CBC) - when you want to see how consumers tradeoff between brand, features and price

Gabor Granger - to be used when with optimal price, price elasticity and demand curve is required

U & A Studies

U & A studies provide information on usage and attitude of consumers. U&A study helps in solving the following marketing problems a business faces like directing market opportunities for existing or new products, efficient market segmentation, choosing the target market and determine product positioning, formulating the marketing mix strategy and evaluating the marketing activities of companies.

While it’s not realistic to use the full set of methods on a given project, nearly all projects would benefit from multiple research methods and from combining insights. Unfortunately many design teams only use one or two methods that they are familiar with. The key question is what to do when which can be driven by a 3- dimensional framework with the following axes attitudinal vs. behavioural, qualitative vs. quantitative and context of use.

Mystery Customer Service Evaluation

A view within your organization, a complete observation of Customer Service including other aspect of your business like product promotion, training, compensation & motivation of employees through your customer’s eye is called mystery customer audit. Customer feedback is an excellent way to track and measure the level of service. Mystery Customer Service evaluation will help you to not only meet, but exceeds your customer’s expectations. Mystery shopping is the way to gage customer satisfaction. It is an asset to any company’s self-improvement & growth. It can be useful to obtain feedback on a wide variety of company functions. Mystery shopper’s comments, usually will help shed light on problem areas along with measuring your efforts on training but it will also check the level of commitment the Employee has towards their Customer’s needs. Typically our mystery customer framework includes quantitative observations that very often is followed up with qualitative interviews.

Insights Community

We provide our client’s access to a cutting edge online community to help get answers to all their business challenges. The insight community platform not only provides you with high quality data but user friendly tools to analyze and interpret the information. From here, it’s a short step to gain actionable insights to help your business. Our flexible reporting tools allow you to shape data into images and tables, integrate CRM. The platform enables regular feedback from customers via interactive surveys and brings the voice of the customer directly to the brand. This functionality means that key business questions can be answered in hours or days, rather than weeks.

Access Panel – QUICK INSIGHTS!!

MRSS India has nationally representative pre mounted access panels with a cutting edge tool as a back end. A robust platform that promises quick turnaround and high quality data with innovative ways of keeping the members engaged.

A single platform with capabilities of simple to complex surveys along with heat maps and highlighters for all sorts of research and marketing challenges.

Curious Mobile Analytics

Helps our clients take data driven decisions by passively monitoring smartphone behavior on all 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 Robust way to assess the frequency and usage of various applications on a respondent’s phoe without reading personal and confidental information.


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Suitable for all:mobile application behaviourAdvertising ServicesNew Lunches

Eye Tracking

Eye Tracking tells you what people see and – more important – what they miss! It is the key to an effective marketing campaign which turns people into buyers. Eyetracking allows us to stop guessing and use the unique features to get proof into people’s attention and behaviour. MRSS India offers remote and wearable eyetracking solutions.

Best suited to:Understanding what products grab people’s attentionIdentifying which communications work best and whyAssessing in-store communicationsExploring brand and packaging stand out and performanceOptimizing store layout, category, aisle and fixtures.

Market Potential/Sizing

Mapping market potential helps to assess important business decisions. Market potential can be expressed by:The number of customers purchasingAmount purchasedFrequency of purchase

It all depends on your specific needs. Market potential can advise you on the best approach to sizing any market. We employ various methodologies and use varying data sets to get the answers for any business. The principles of determining market share and market potential are the same for all geographic areas which is determining a customer profile (who) and the geographic size of the market (how many). This is the general market potential. Knowing the number and strength of your competitors (and then estimating the share of business you will take from them) will give you the market potential specific to your enterprise

We do a lot of market potential / demand estimation for industrial and business to business clients.

Segmentation, Targeting & Positioning

This research is useful when creating marketing communications plans since it helps marketers to prioritize propositions, develop and deliver relevant messages to engage with different audiences. Segmentation, targeting, and positioning together comprise a three stage process, first is determining which kinds of customers exist, then selecting which ones we are best off trying to serve and, finally, implementing our segmentation by optimizing our products/services for that segment and communicating the Brand message. Segmentation involves finding out what kinds of consumers with different needs exist.

Agriculture Research

Indian agriculture is undergoing rapid trans¬formation since the introduction of Green Revolution technology. The recent policy of liberalisation and globalisation has opened up new avenues for agricultural modernisation. This has not only stressed on improving agricultural inputs, infrastructural facilities in rural areas but liberalising imports, reducing subsidies, loosening ceiling laws and generating agricultural surplus for home and international markets. In view of the increasing prosperity in rural areas demands are being raised for agricultural taxation and according industry status to agriculture.

A large population is the key driver of demand for agricultural products as rising urban and rural incomes have also aided demand growth. Increasing demand for agricultural inputs has resulted in analyzing various agriculture segments including:


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OPPORTUNITIES• Market opportunity & Analysis/

Forecasting• Needs & Driver Analysis

TARGET & FOCUS• Concept & Product testing• Market & Distribution Scan

MARKET ENTRY• Brand concept & Ad testing• Price Elasticity• Profiling & segmentation

MONITORING• Post Launch• Brand Equity &Awareness• Customer & Channel

Satisfaction Studies • Price monitor• Marketing Effectiveness

All the above solutions can be used to cater to the growth initiatives of agriculture sector at Macro & micro level:

Macro Level

• Competition Mapping• Entry Strategies• Regulatory Environment• Industry Trends

Macro Level

• Channel Strategy• Market Sizing• Product Positioning• Product Pricing• Distribution Strategy

B2B research enables marketers in being more pro-active, more dynamic and help them understand the future, design market strategies and be informed & prepared. Traditional research practices help in understanding the point of time challenges - end user/customer usage patterns, perceptions, satisfaction etc. B2B research comes in handy for future assessment and works in collaborative manner with the client, offering insights on the various constituents of the market including competition - current & future, products - existing & replacement, engineering breakthroughs offering insights on the way the future is likely to shape up and future plans of competition. The solutions that we provide helps a business in developing business strategy, marketing execution and service quality management.

SEGMENTS

FMCG AUTOMOBILE BFSI


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PHARMA ICT MEDIA

STRATEGIC PARTNERSHIPS

Partnering with Vision Critical provides our clients with access to the best of breed online community panel technology. 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

www.curiousanalytics.com

If you have a mobile app and are not sure of how it is being used, Curious will tell you! Or curious to know how your mobile app is working? 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 Robust way to assess the frequency and usage of various applications on a respondent’s phone without reading personal and confidential information

www.eyetracking-glasses.com

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 behaviour. 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.

www.india-briefing.com

India Briefing is a part of Asia Briefing’s portfolio that is dedicated to cover investment, business, legal, tax and HR updates relevant for foreign investors in India. Its technical publications concerning business and investment improve the understanding and transparency of investing across India and Asia. Established in 1999, Asia Briefing Ltd has been providing individuals and enterprises with the latest business and regulatory news and expert commentary on conducting business in emerging Asia.

Asia Briefing, the publishing house is a fully-owned subsidiary of Dezan Shira & Associates - a specialty foreign direct investment consulting firm with presence in Pan-Asia, Europe and US. Some of the core values that have driven the firm to develop and thrive within markets that can be often difficult to navigate for foreign investors include diligence, perseverance, innovation and creativity.


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FINANCIAL HIGHLIGHTS (Promising Growth Momentum )

Operating Revenue (In Rs.)

FY 2012-13 FY 2013-14 FY 2014-15

Operating Revenue (In Rs.)

4,793,050

22,603,234

55,076,925

Profit Before Tax (In %)

PBT (%)

FY 2012-13 FY 2013-14 FY 2014-15

4.26

8.68

14.09

Profit After Tax (In %)

PAT (%)

FY 2012-13 FY 2013-14 FY 2014-15

2.94

5.93

9.68

Return on Net worth (in%)

FY 2012-13 FY 2013-14 FY 2014-15

1.85

4.25

14.47

16

14

12

10

8

6

4

2

0

Networth

0

2

4

6

8

10

12

14

16

18

20

Return on Capital Employed (In %)Return on Capital Employed (In %)

FY 2012-13 FY 2013-14 FY 2014-15

1.85

6.18

17.73

EBIDTA Margin (In %)

FY 2012-13 FY 2013-14 FY 2014-15

EBIDTA Margin (In %)

4.34

10.53

19.1120

18

16

14

12

10

8

6

4

2

0


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Dear Shareholders,

One Year has flown by and it is my pleasure to share with you details of your Company’s performance and the path we have carved going forward.

As most of you are aware, your Company has been delivering consistent returns over the years and is firmly on the growth path. The revenue for the financial year ended on 31st March 2015 was Rs 55.07 Millions. The revenue has grown by 144% in current Year as compared to previous Year.

“Success is nothing more than a few simple disciplines, practiced every day.” Here at MRSS we practice, everyday to form an everlasting bond with our client and indulge in an ethical and honest partnership.

Majestic Research Services and Solutions Limited (MRSS INDIA) is the leading full service, independent Market Research firm. MRSS INDIA relies exhaustively on usage of technology for data acquisition offering reliability, validity and faster turnaround times to its clients. The company has wide range of offerings such as Eye Tracking, Mobile Analytics, Video Analysis, Facial Recognition, Digital Tracking, Online Communities, Neuroscience, Emotional Analysis, Automated Audience Measurement, Sensory Sciences, etc. It is India’s 1st and only listed Market Research Company, also a member of MRSI and DIN (Digital Insight Network - Global). The bedrock of our strategy relies on products, partnerships and people. We are further pursing strategic alliances and joint ventures in the Digital Market Research. We are committed to leveraging these for exponential profitable growth in 2016.

All conventional methods of market research utilize ‘explicit’ methods of research. These marketing metrics capture only a small part of what consumers truly think and feel about your brand. We believe in Implicit Research Methodologies. Implicit market research is a set of research methods which are not direct, deliberate, controlled or intentional self-assessment. Many market research companies are aware of the ‘can’t say/won’t say’ issues in explicit research methods. This is where implicit research methods helps in understanding the consumers better, as do not rely solely on what consumers are able and willing to self-report.

I firmly believe that strong relationships at every level remain at the core of a company’s success in the long run. You are looking at a company that can look ahead to the future with as much confidence as it can look back upon its more than 3 years of rich legacy, and with the potential to deliver even more value for the investment you have commit ted it through the years.

In the customized research business people are at the core of it because it involves servicing, domain expertise and International knowhow, we are investing in all of the above. That is going to be key driving force behind revenues and profits. The core of your business is efficiently collecting data and consumer information. We are focusing on newer methods of data collection and quality control including implicit methodologies in the customized business mode which depends largely on repeat business from clients. We do this by having senior level management involved with all the projects, all this leads to client satisfaction.

We are involving innovative HR policies which gear towards retention and employee satisfaction.

We sincerely acknowledge the confidence and trust you have placed in us, right along the journey, equally through periods of growth and turmoil. You, our valued shareholder, are the cornerstone of our motivation for greater success.

CHAIRMAN MESSAGE

Mr. Rajendra Kumar Sharma


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• BOARD OF DIRECTORS Mr. Rajendra Kumar Sharma Chairman and Whole time Director

Mr.Sarang Jayant Panchal Managing Director

Ms. Priamvada Princeton Independent Director

Mr.Rupesh Pandurang Bhujbal Independent Director

Mr. Rajesh Dharambir Oberoi Independent Director

• Chief Financial Officer Mr. Rajendra Kumar Sharma

• Company Secretary Ms. Sonali Gamne

• Investor Relations Ms. Sonali Gamne Tel. No. 022-26527276 Email Id: [email protected]

• REGISTERED OFFICE Majestic Research Services and Solutions Limited CIN : U72200KA2012PLC063818 2nd Floor, Kalpak Arcade, No. 46/17, Church Street Bangalore - 560001

CORPORATE INFORMATION

• 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 E/2, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai 400072

• AUDITORS M/s. R.T. Jain & Company, Mumbai


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NOTICENOTICE is hereby given that the 3rd Annual General Meeting of the Members of Majestic Research Services and Solutions Limited will be held on Monday, 28th September, 2015 at 3.30 P.M. at Pride Hotel Ltd No.93, Richmond Road, Bangalore – 560025 to transact the following Business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2015 and Profit and Loss Account of the Company for the financial year ended on that date together with the report of the Board of Directors & 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. To Appoint Auditor and authorize the Board of Directors to fix their remuneration

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

“RESOLVED THAT pursuant to the provisions of Section 139 and 144 of the Companies Act, 2013 read with The Companies (Auditor & Auditors) Rules, 2014 and other applicable provisions of the Companies Act, 2013, M/s .R. T. Jain, Chartered Accountants, (Firm Reg. no. 103961W) be and is hereby appointed as Statutory Auditors of the Company for the period of 5 years, to hold the office from the conclusion of this meeting until the conclusion of the 8th Annual General Meeting subject to annual ratification, on a remuneration, to be mutually agreed by the Auditors and the Board of Directors of the Company”.

SPECIAL BUSINESS:

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

“RESOLVED THAT pursuant to provisions of Section 13, 61, 64 and all other applicable provisions of Companies Act, 2013 (hereinafter referred to as “Act”) and including all other statutory amendment(s) or re-enactment(s) as may be in force for the time being and all other provisions applicable, if any. Consent of members be and is hereby granted to increase the Authorised Share Capital of the Company of Rs. 4,50,00,000 (Rupees Four Crore Fifty Lakhs Only) divided into 45,00,000 (Forty Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 15,00,00,000 (Rupees Fifteen Crore) divided into 1,50,00,000 ( One Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each by creation of 1,05,00,000 (One Crore Five Lakhs ) Equity Shares of Rs. 10 (Rupees Ten Only )each ranking pari passu in all respect with the existing Equity Shares of the Company.”

“RESOLVED FURTHER THAT the Memorandum of Association of the Company be altered in the following manner i.e. existing Clause V(a) of the Memorandum of Association be substituted with the following Clause as Clause V(a):

V. (a) The Authorized Share Capital of the Company is 15,00,00,000 (Rupees Fifteen Crore) divided into 1,50,00,000 ( One Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

5. Any other Business with the permission of chair.

By Order of the Board of DirectorsFor Majestic Research Services and Solutions Limited

Sarang PanchalManaging Director

(DIN: 00046744)

Date: 5th September, 2015Place: Mumbai

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


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NOTES:

1. A member entitled to attend and vote is entitled to appoint proxy(s) to attend and vote instead of himself and proxy(s) need not to be a member of the Company. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a proxy on behalf of not more than fifty members and holding in aggregate not more than ten percent of the total Share Capital of the Company. Members holding more than ten percent of total Share Capital of the Company may appoint a single person as proxy, who shall not act as a proxy for any other Member. The Instrument of Proxy, in order to be effective, should be deposited at the registered office of the Company, duly completed and signed, not later than 48 hours before the commencement of the meeting. A proxy Form is annexed to this Report. Proxies submitted on behalf of limited Companies, societies, etc., must be supported by an appropriate resolution/ authority, as applicable.

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 2014-15 is being sent 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 Tuesday, 22nd September, 2015 to Wednesday, 23rd September, 2015 (both days inclusive).

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/s Bigshare Services Private Limited E-2 & 3, Ansa Industrial Estate, Saki-Vihar Road, Sakinaka, Andheri(E), Mumbai - 400 072. Tel: 91-22-2847 0652 | 40430200 | 2847 0653 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.

vi. Bring the copies of annual report and attendance slip with them at the meeting.

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.


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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, M/s 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, M/s 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, M/s Bigshare Services Private Limited for assistance in this regard.


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Explanatory 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 of the accompanying Notice dated 5th September, 2015.

Item No. 4:

Increase in Authorised Share Capital of the Company and modification of Memorandum of Association

The Company may require to generate long term resources by issuing securities due to following reasons:

• Working capital requirements,

• Opening International Offices

• Merger and Acquisitions

It is therefore deemed appropriate to increase the Authorised Share Capital of the Company of Rs. 4,50,00,000 (Rupees Four Crore Fifty Lakhs Only) divided into 45,00,000 (Forty Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 15,00,00,000 (Rupees Fifteen Crore) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each by creation of 1,05,00,000 (One Crore Five Lakhs ) Equity Shares of Rs. 10 (Rupees Ten Only )each ranking pari passu in all respect with the existing Equity Shares of the Company.

The Company is also required to alter its Memorandum of Association by altering the existing clause V(a) to enable to accommodate the increase in Authorised Share Capital of the Company.

Accordingly, your Directors recommend passing of this resolution as Ordinary Resolution as set out in item No. 4 of the notice submitted to this meeting.

None of the Directors, Key Managerial Personnel (KMP) of the Company and their relative(s) is in any way concerned or interested in the resolution set out at Item No. 4

By Order of the Board of DirectorsFor Majestic Research Services and Solutions Limited

Sarang PanchalManaging Director

(DIN: 00046744)

Date: 5th September, 2015Place: Mumbai


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BOARD’S REPORTTo the Members,

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, 2015.

1. FINANCIAL SUMMARY (Amount in Rs)

Particulars 2014-15 2013-14Total Revenue 5,50,76,925 2,26,03,234Total Expenses 4,73,18,221 2,06,40,881Profit or Loss before Exceptional and Extraordinary items and Tax 77,58,704 19,62,353Less: Exceptional Items - -Less: Extraordinary Items - -Profit or Loss before Tax 77,58,704 19,62,353Less: Current Tax (30,06,134) (5,32,765)Deferred Tax (Liability)/ Asset 5,77,122 (89,361)Profit or (Loss) After Tax 53,29,692 13,40,227Add: Balance as per last Balance Sheet 14,81,027 1,40,800Less: Transfer to Reserves - -Balance Transferred to Balance Sheet 68,10,719 14,81,027

2. REVIEW OF OPERATIONS

During the year under review, revenue of the Company was Rs. 5,50,76,925/- as compared to Rs.2,26,03,234/- in the corresponding previous year. The Company earned a profit after tax of Rs. 53,29,692/--as compared to Rs. 13,40,227/- in the previous year. The Company’s Reserves and Surplus increased from Rs. 1,481,027 to Rs. 68,10,719/-. 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

No Dividend was declared for the 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 do not apply as there was no dividend declared and paid last year.

5. SHARE CAPITAL

The paid up Share Capital of the Company was Rs. 3,00,20,000 divided into 3,002,000 Equity Share of Rs.10/- each. During the year, the Company has filed Draft Prospectus for Initial Public Issue of 11,20,000 Equity Shares of Rs. 10 each fully paid up for cash at a price of Rs. 12.75/-per Equity share, including a share premium of Rs. 2.75/- per Equity Share aggregating to Rs. 1,42,80,000/-.

6. DEMATERIALISATION OF SHARES

During the period under review, the Company has entered into Tripartite Agreement with National Securities Depository Limited and Central Depository Services (India) Limited for providing Demat facilities to shareholders. For the purpose, the company has appointed M/s Bigshare Services Private Limited as its Registrar and Share Transfer Agent.

7. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

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

8. FINANCE

Cash and Bank Balance as at 31st March, 2015 was Rs. 4,08,491/-

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.


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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

The details of the investments made by Company are given in the notes to the financial statements.

11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, the board internally has devised proper system to ensure internal financial controls are adequate and operating effectively during the year and such controls were tested and no reportable material weakness in the design or operation were observed.

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.

There was foreign exchange inflow of Rs. 3,00,62,317 for exports and Outflow of Rs. 33,35,800 for Project Expenses during the year under review.

13. INDUSTRIAL RELATION

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

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Rajendra Sharma was appointed as Whole Time Director and Mr. Sarang Panchal was appointed as Managing Director on 13th June, 2014.

Mr. Sandip Bhatia was resigned on 23rd July, 2014 and Mr. Sagar Bait was resigned on 20th August, 2014 due to pre-occupational commitments.

Mr. Rupesh Bhujbal and Ms. Priamvada Princeton were appointed as Independent Directors and Mr. Rajendra Sharma appointed as Chief Financial Officer on 11th August, 2014.

Mr. Dinesh Somani was appointed as Additional Independent Director on 20th August, 2014.

In accordance with the provision of Section 152 of the Companies Act, 2013 and the Articles of Associations of the Company Mr. Sarang Panchal, Managing Director retires by rotation at the ensuing Annual General Meeting and offers himself for reappointment.

Ms. Mitti Jain resigned as Company Secretary on 20th February, 2015 in place of her Ms. Sonali Gamne was appointed as Company Secretary.

15. DECLARATION OF INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individual as well as the evaluation of the working of its Committees. The performance evaluations of independent Directors were also carried out and the same was noted.

17. NOMINATION AND REMUNERATION COMMITTEE

The Board has on the recommendation of the and remuneration committee framed a policy for selection and appointment of directors, Senior Management and their remuneration.


16

18. MEETINGS OF THE BOARD

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

19. DIRECTORS RESPONSIBILITY STATEMENT

The Directors state that:-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial year 31st March, 2015 and of the profit and loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the Company being unlisted in the FY 2014-15, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls to be followed by the Company is not applicable to the company. However the board internally has devised proper system to ensure internal financial controls are adequate and operating effectively during the year.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems 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.

Your Directors draw attention of the members to Note: 25 to the financial statement which sets out related party disclosures.

21. SUBSIDIARY AND JOINT VENTURE COMPANIES

SUBSIDARY COMPANY

1) EMTEE RESEARCH AND CONSULTANTS PRIVATE LIMITED (ERCPL)

Company was incorporated on 12th August, 2014. Company is at infant stage and has not commence operations, so there is loss of Rs. (1,27,106).Your company holds 70% of equity shares in ERCPL since 23rd January, 2015 and balance held by the directors of ERCPL. The Company is engaged in providing market research services with a purpose of providing complete, fast and accurate information to clients using latest digital technology based on Android platform. The silent features of financial statement of subsidiary and joint venture in form AOC-1 is attached as “Annexure A” which forms part of this report.

JOINT VENTURE

2) SCENT ANALYSIS MAJESTIC PRIVATE LIMITED (SAMPL)

Company was incorporated on 10th October, 2014. Company is at infant stage and just commence operations so, there is loss of Rs. (45,518/-). Your company holds 50% of equity shares in SAMPL since 10th October 2014. The company is the Jointly Controlled Entity and it is incorporated by way of Joint Venture agreement entered into between Majestic Research Services and Solutions Limited and Analysis the Scent Company International


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Gmbh. The Company is engaged in providing market research services with a purpose to help clients at all stages of development. It fills the research gap between sensory science and traditional market research, providing rich and detailed consumer insights for product (sensorial) development. The silent features of financial statement of subsidiary and joint venture in form AOC-1 is attached as “Annexure A” which forms part of this report.

22. 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.

23. 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.

24. RISK MANAGEMENT POLICY

The Company has a well-defined risk management framework in place.

During the year, your Directors have constituted a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.

25. PREVENTION OF INSIDER TRADING

Code of Prevention of Insider Trading is not applicable for Financial Year 2014-15.

26. STATUTORY AUDITORS

M/s .R. T. Jain, Chartered Accountants, (having Firm Reg. No. 103961W) as Statutory Auditors of the Company, who be and are appointed holds office from the conclusion of this Annual General Meeting until the conclusion of the 8th Annual General Meeting subject to annual ratification by members of the company at every Annual General Meeting. The Company has received letter from M/s R. T. Jain, Chartered Accountants., to the effect that of appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.

27. SECRETARIAL AUDIT

Secretarial Audit under section 204 of Companies Act, 2013 is not applicable for the Financial Year 2014-15.

28. 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 the late payment of Service Tax of Rs. 11,51,662/- as mentioned in auditor’s report. However as on date the the company has paid the dues. The board is trying to maintain utmost financial discipline and to aviod instances of late payment of statutory dues. Furhter, the provisions relating to submission of Secretarial Audit Report is not applicable to the Company for the Financial Year 2014-15

29. EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return in Form MGT – 9 is annexed herewith as “Annexure B”.

30. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014 are not applicable for Financial Year 2014-15 as the company was unlisted.


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31. CORPORATE GOVERNANCE The Company has committed to maintain the higher standards of Corporate Governance. But, the Clause 52 of the SME

Equity Listing Agreement is not applicable for Financial Year 2014-15. Company has constituted committees for better Governance. The details of the same are annexed herewith as “Annexure C”.

32. 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

Rajendra Kumar SharmaPlace: Mumbai (Chairman and Whole Time Director )Date: 5th September, 2015 DIN: 06879460


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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 2014-20151 Name of the Subsidiary EMTEE RESEARCH AND

CONSULTANTS PRIVATE LIMITED2 Reporting Period 01.04.2014 to 31.03.20153 Reporting Currency & Exchange Rate INR4 Share Capital as on 31.03.2015 1,00,000/-5 Reserve & Surplus as on 31.03.2015 (1,27,106)6 Total Assets as on 31.03.2015 3,34,988/-7 Total Liabilities as on 31.03.2015 3,62,094/-8 Details of Investments* as on 31.03.2015 70,000/-9 Turnover from 23.01.2015 to 31.03.2015 NIL10 P/(L) before Tax from 23.01.2015 to 31.03.2015 (1,18,410)/-11 Provision for Taxation including Deferred Tax (8,696)/-12 P/(L) after Tax from 23.01.2015 to 31.03.2015 (1,27,106)/-13 Proposed Dividend NIL14 % of Shareholding 70.00%

*7,000 Equity Shares of Rs 10/- each acquired at Par of Emtee Research and Consultants Private Limited (ERCPL).

1. Name of Subsidiaries which are yet to commence operations:- Emtee Research and Consultants Private Limited (ERCPL).

2. Name of subsidiaries which have been liquidated during the Year 2014-15 :- NIL

3. *The Company has acquired 70% stake in ERCPL dated 23.01.2015 and consequently wef 23.01.2015 ERCPL becomes subsidiary of Majestic Research Services and Solutions Limited.

PART “B”:- JOINT VENTURES(Statement pursuant to section 129(3) of the Companies Act, 2013 related to Associate companies and Joint Ventures)

Sr. No. Particulars FY 2014-20151 Name of Jointly Controlled Entity (JV) Scent Analysis Majestic Private Limited2 Latest Audited Balance Sheet Date 31.03.20153 Share of Associate / Joint Venture held by Company on the Year end

- Number of Shares 5,000 Equity Shares- Amount of Investment in Joint Venture 50,000/-- Extend of Holding 50.00%

4 Description of how there is significant influence NA5 Net Worth attributable to shareholding as per latest audited Balance Sheet 4,482/-6 Profit / (Loss) for the Year attributable to shareholding (45,518)/-7 Considered in Consolidation Yes

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

2. Name of subsidiaries which have been liquidated during the Year 2014-15 :- NIL

For and on behalf of the Board

Rajendra Kumar SharmaPlace: Mumbai (Chairman and Whole Time Director)Date: 5th September, 2015 DIN: 06879460


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“Annexure B to Board’s Report”FORM NO. MGT – 9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED MARCH 31, 2015

I. REGISTRATION AND OTHER DETAILS:

i CIN U72200KA2012PLC063818

ii Name of the Company Majestic Research Services and Solutions Limited

iii Registration Date 02/05/2012

iv Category / Sub-Category of the Company Public Company/Company having share capital

v Address of the registered office and contact details

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

vi Whether listed company No

vi Name, Address and Contact details of Registrar and Transfer Agent, if any:

Bigshare Services Private Limited

E/2, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai 400072

Tel No. +91-22-40430200

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:

SN. Name and Description of main products / Services

NIC Code of the Products/Services % to total turnover of the company

1. Market Research 9981 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SN. Name and Address of the Company

CIN /GLN Holding/Subsidiary/ Associate Companies

% of shares held

Applicable Sections

1. Majestic Market Research Support Services Limited

U74130MH2003PLC143000 Holding Company 69.54 2(46)

2. Emtee Research And Consultants Private Limited

U74900DL2014PTC270244. Subsidiary Company 70.00 2(87)

3. Scent Analysis Majestic Private Limited

U72200MH2014PTC258626 Joint Venture 50.00 2(6)


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

Category of Shareholders No. of Shares held at the beginning of the year

No. of Shares held at the end of the year % change during the year

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

SharesA. Promoters(1) Indian 0 0 0 0 0 0 0 0 0 0a) Individual/HUF 0 0 0 0 0 0 0 0 0 0b) Central Govt. or State Govt. 0 0 0 0 0 0 0 0 0 0c) Bodies Corporates 0 0 0 0 0 0 0 0 0 0d) Bank/FI 0 0 0 0 0 0 0 0 0 0e) Any other (spcified as under) 0 0 0 0 0 0 0 0 0 0

Directors and Relatives of Directors

0 9,14, 500 9,14, 500 30.46 0 9,14, 496 9,14, 496 30.46 0 0

Group Company 0 20,87,500 20,87,500 69.54 0 20,87,500 20,87,500 69.54 0 0SUB TOTAL:(A) (1) 0 30,02,000 30,02,000 100 0 3,001,996 3,001,996 100 0 0(2) Foreign 0 0 0 0 0 0 0 0 0 0a) NRI- Individuals 0 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0 0c) Bodies Corp. 0 0 0 0 0 0 0 0 0 0d) Banks/FI 0 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter (A)= (A)(1)+(A)(2)

0 30,02,000 30,02,000 100 0 3,001,996 3,001,996 100 0 0

B. Public Shareholding(1) Institutions 0 0 0 0 0 0 0 0 0 00a) Mutual Funds 0 0 0 0 0 0 0 0 0 0b) Banks/FI 0 0 0 0 0 0 0 0 0 0c) Cenntral govt 0 0 0 0 0 0 0 0 0 0d) State Govt. 0 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0 0h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0 0i) Others (specify) 0 0 0 0 0 0 0 0 0 0SUB TOTAL (B)(1): 0 0 0 0 0 0 0 0 0 0(2) Non Institutions 0 0 0 0 0 0 0 0 0 0a) Bodies corporates 0 0 0 0 0 0 0 0 0 0 i) Indian 0 0 0 0 0 0 0 0 0 0 ii) Overseas 0 0 0 0 0 0 0 0 0 0b) Individuals 0 0 0 0 0 4 4 0 0 0 i) Individual shareholders

holding nominal share capital upto Rs.1 lakhs

0 0 0 0 0 0 0 0 0 0

ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakhs

0 0 0 0 0 0 0 0 0 0

c) Others (specify) 0 0 0 0 0 4 4 0 0 0SUB TOTAL (B)(2): 0 0 0 0 0 0 0 0 0 0Total Public Shareholding (B)= (B)(1)+(B)(2)

0 0 0 0 0 4 4 0 0 0

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 0 30,02,000 30,02,000 100 0 30,02,000 30,02,000 100 0 0


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ii) Shareholding of Promoters

Sl No.

Shareholders Name Shareholding at the beginning of the year Shareholding at the end of the year % change in share holding

during the year

No of shares % of total shares of the

company

% of shares pledged

encumbered to total shares

No of shares % of total shares of the

company

% of shares pledged

encumbered to total shares

1 Mr. Sandip Bhatia 913500 30.43 0 0 0 0 30.43

2 Ms. Naina Krishna Murthy 1000 0.03 0 1 0 0 0

3 Majestic Market Research Support and Services Limited

2087500 69.54 0 2087500 69.54 0 0

4 Mr. Rajendra Kumar Sharma 0 0 0 914495 30.43 0 30.43

5 Mr. Sarang Panchal 0 0 0 1 0 0 0

Total 3002000 100 0 3001996 100 0 30.43

iii) Change in Promoters’ Shareholding (Please specify, if there is no change)

Sl. No

For Each of the Directors & KMP Shareholding at the end of the year Cumulative Shareholding during the year

No.of shares % of total shares of the company

No of shares % of total shares of the company

1. Sandip Bhatia

At the beginning of the year 913500 30.43 913500 30.43

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

tranfer to Rajendra Kumar

Sharma on 09.07.2014

At the end of the year 0 0 0 0

2. Rajendra Kumar Sharma

At the beginning of the year 914495 30.43 913500 30.43


Transfer from Sandip Bhatia

and Naina Krishna Murthy

on 09.07.2014


3. Sarang Panchal

At the beginning of the year 0 0 0


Naina Krishna Murthy on 09.07.2014



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iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No

For Each of the Top 10 Shareholders Shareholding at the end of the year Cumulative Shareholding during the year

No.of shares % of total shares of the company


1. Naina Krishna murthy

At the beginning of the year 1000 0.03 1000 0


Transfer 995 equity shares to

Raj Sharma and 4 Equity Shares to Sagar Bait, Mani

Singh, Harish Singh and Sarang

Panchal

At the end of the year (or on the date of separation, if separated during the year)

1 0 0 0

2. Sagar Bait

At the beginning of the year 0 0 0 0


Transfer from Naina Krishna

Murthy on 09.07.2014


1 0 1 0

3. Harish Singh






1 0 1 0

4. Mani Singh






1 0 1 0


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v) Shareholding of Directors and Key Managerial Personnel:

Sl. No

For Each of the Directors & KMP Shareholding at the end of the year Cumulative Shareholding during the year

No. of shares % of total shares of the company


1. Sandip BhatiaAt the beginning of the year 913500 30.43 913500 30.43Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

Tranfer to Rajendra Kumar

Sharma on 09.07.2014

At the end of the year 0 0 0 02. Rajendra Kumar Sharma

At the beginning of the year 914495 30.43 913500 30.43Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

Transfer from Sandip Bhatia

and Naina Krishna Murthy

on 09.07.2014At the end of the year 914495 0 0 0

3. Sarang PanchalAt the beginning of the year 0 0 0Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)




V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding

deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial yeari) Principal Amount 0 491,500 0 491,500ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0Total (i+ii+iii) 0 491,500 0 491,500Change in Indebtedness during the financial yearAdditions 9,843,002 2,221,500 0 12064502Reduction 0 307599 0 307599Net Change 9,843,002 1913901 0 11756903Indebtedness at the end of the financial yeari) Principal Amount 9,843,002 183901 0 10026903ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0Total (i+ii+iii) 9,843,002 2,405,401 12248403


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VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sl. No Particulars of Remuneration Name of the MD/WTD/Manager Total AmountMr. Rajendra

Kumar Sharma (Whole Time

Director and Chief Financial Officer)

Mr. Sarang Panchal (Managing

Director)

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

section 17(1) of the Income Tax. 1961.4,93,458 46,39,575 51,33,033

(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 0others (specify) 0 0 0

5 Others, please specify 0 0 0Total (A) 4,93,458 46,39,575 51,33,033Ceiling as per the Act 60,00,000

B. Remuneration to other directors:

Sl. No Particulars of Remuneration Name of the Directors

1 Independent Directors(a) Fee for attending board committee

meetings0 0 0 0

(b) Commission 0 0 0 0(c) Others, please specify 0 0 0 0Total (1) 0 0 0 0

2 Other Non Executive Directors 0 0 0 0(a) Fee for attending board committee

meetings0 0 0 0

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


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C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No. Particulars of Remuneration Key Managerial Personnel1 Gross Salary CEO Company Secretary Total

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

0 3,37,766 3,37,766

(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 03 Sweat Equity 0 0 04 Commission 0 0 0

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

5 Others, please specify 0 0 00 0 0

Total 0 3,37,766 3,37,766


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“Annexure C to Board’s Report”CORPORATE GOVERNANCE

1. COMPANY’S PHILOSOPHY ON THE CODE OF CORPORATE GOVERNANCE

The Company’s philosophy on Corporate Governance is to strive to do the right things, we explore innovative ideas and thinking with positive outlook. We stand and deliver our promises by adhering to highest standard of business ethics. We believe integrity is the foundation of our individual and corporate actions drives our organisation to make it vibrant. Our organisation is based on trust between the different element of our organisation with honesty and credibility. In its endeavor to achieve the higher standards of governance by adopting the best emerging practices, the Company not only adheres to the prescribed corporate governance practices in terms of the regulatory requirements but is also committed to sound principles and practices.

2. BOARD OF DIRECTORS

The Board of Directors of the Company (Board) has optimum combination of Non-Executive and Independent Directors comprising three Executive Non Independent Directors and three Non-Executive Independent Directors.

Mr. Rajendra Kumar Sharma and Mr. Sarang Panchal are the Executive Directors of the company.

None of the Directors hold directorship in more than 20 public limited companies nor is a member of more than 10 committees or chairman of more than 5 committees across all the public limited companies in which they are Directors.

Board Procedure

The Directors of the Company are informed about the Agenda of the Board Meetings and Committee Meetings, containing relevant information / supporting data, as required well in advance, to enable the Board to take informed. Statutory Auditors are also requested to attend the Board or Committee meeting as and when required. When deemed expedient, the Board also approves by circular resolution important items of which cannot be deferred till the next Board Meeting.

Matters discussed at Board Meeting generally relate to Company’s performance, half yearly results of the Company, approval of related-party transactions, general notice of interest of Directors, review of the reports of the internal auditors, Audit Committee and compliance with their recommendation, suggestion, compliance of any regulatory, statutory or listing requirements, etc.

Directors

Disclosure regarding appointment of Directors:

1. Mr. Rajendra Kumar Sharma is the Chairman & Executive Director and an expert in marketing. He holds a Bachelor’s degree in Engineering (Electronics and Telecommunication) from University of Mumbai and Master’s degree in Management studies from University of Bombay. Prior to joining our Company, he was working with Majestic Market Research Support Services Limited. He has more than 15 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.

2. Sarang Jayant Panchal is the Executive Director. . He holds a Bachelor’s degree in commerce from University of Bombay and Master’s degree in Management studies from University of Bombay.. He has more than 25 years of experience in the field of alternative construction, strategy, consulting and e - commerce. He is the guiding force behind the strategic decisions of our Company and has been instrumental in planning and formulating the overall business strategy and developing business relations for our Company.

3. Rupesh Pandurang Bhujbal, , is an Independent Director of our Company. He holds a Bachelors’ Degree in Science from University of Bombay. He has an aggregate experience of 30 years in the field of marketing.

4. Priamvada Princeton, is an Independent Director of our Company. She holds a Bachelors’ Degree in Law from University of Bangalore. She has an aggregate experience of over 6 years of legal matters.

5. Dinesh Somani is an Independent Director of our Company. He holds a Master’s Degree in Business Administrationin Marketing Management from University of Mumbai. He has an aggregate experience of over 19 years in the field of printing and logistics. He was appointed as the Independent Director of our Company on August 20, 2014.


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6. Mr. Sagar Bait, director resigned on 20.08.2014.

7. Mr. Sandip Bhatia , director resigned on 23.07.2014.

Board Strength and representation:

As of March 31, 2015, the Board consisted of five members. The Composition and the category of Directors on the Board of the Company were as under:

Category Name of DirectorExecutive and Non Independent Director Mr. Rajendra Kumar Sharma

Mr. Sarang PanchalNon-Executive and Independent Director Mr. Rupesh Bhujbal

Ms. Priamvada PrincetonMr. Dinesh Somani

During the financial year 2014-15, Twelve Meetings of the Board of Directors were held on the following dates:

13.06.2014 05.08.2014 23.08.2014 29.12.201409.07.2014 11.08.2014 03.11.2014 23.01.201528.07.2014 20.08.2014 11.11.2014 20.02.2015

The Details of Directorship and Membership / Chairmanship of the Committee of the Board held by the Directors as on 31st March, 2015 and their attendance at the meetings during the year are as follows:

Name of Directors

Category No. of Board meetings held

during the financial year

2014-15

No. of Board meetings as attended by

the Directors during the

financial year 2014 - 15

Attendance at the Last AGM

No. of Directorship

in other Public

Limited Companies

No. of Committee

positions held including the

Company

Sandip Bhatia*** Director 12 1 Yes 1 0Sagar Bait # Director 12 6 Yes 1 0Rajendra* Kumar Sharma

Chairman Whole time Director and Promoter

12 11 Yes 0 0

Sarang Jayant Panchal*

Managing Directtor

12 11 Yes 0 0

Rupesh Pandurang Bhujbal*

Independent Director

12 7 Yes 0 3

Priamvada Princeton*

Independent Director

12 7 Yes 0 3

Dinesh Somani* Independent Director

12 6 Yes 0 3

* Attended the meeting after their appointment** Membership / Chairman of only Audit Committee and Shareholders’ / Investors’ Grievance Committee and Nomination &

Remuneration Committee in Public limited companies have been considered.*** Resigned from Directorship on 23.07.2014# Resigned from Directorship on 20.08.2014.

3. AUDIT COMMITTEE

The Audit Committee of Majestic Research Services and Solutions Limited consist of three Independent Directors. All the Directors have good knowledge of Finance, Accounts and Company Law.


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CompositionName of Directors Categories Nature of DirectorshipMr. Rupesh Pandurang Bhujbal Chairman Independent DirectorMs. Priamvada Princeton Member Independent DirectorMr. Dinesh Somani Member Independent DirectorMs. Mitti Jain Secretary Company Secretary and Compliance officer

This Audit Committee constituted on 20.08.2014 and will be operative from financial year 2015- 16 and therefore, there is no meetings held during the year.

4. NOMINATION & REMUNERATION COMMITTEE

Your Company constituted a Nomination & Remuneration Committee to look into the matters pertaining to remuneration of executive and non-executive directors. The Nomination & Remuneration Committee was constituted on 20.08.2014 and will be operative from financial year 2015- 16 and therefore, there is no meetings held during the year.

CompositionName of Directors Categories Nature of DirectorshipMr. Rupesh Pandurang Bhujbal Chairman Independent DirectorMs. Priamvada Princeton Member Independent DirectorMr. Dinesh Somani Member Independent DirectorMs. Mitti Jain Secretary Company Secretary and Compliance officer

5. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

Your Company constituted a Stakeholders’ Relationship Committee to look into the matters pertaining to redress the complaints of the shareholders. Stakeholder’s Relationship Committee was constituted on 20.08.2014 and will be operative from financial year 2015- 16 and therefore, there is no meetings held during the year.

Composition

Name of Directors Categories Nature of DirectorshipMr. Rupesh Pandurang Bhujbal Chairman Independent DirectorMs. Priamvada Princeton Member Independent DirectorMr. Dinesh Somani Member Independent DirectorMs. Mitti Jain Secretary Company Secretary and Compliance officer

6. GENERAL BODY MEETINGS

The details of Annual General Meetings held during the last two years are as follows:

Years Day, Date and Time Venue2012-13 30th September, 2013 at 11.00 A.M No. 715, 1st Main, 1st Stage, Indiranagar, Bangalore – 5600382013-14 29th September, 2014 at 11.00 A.M. 2nd Floor, Kalpak Arcade, No. 46/17, Church Street Bangalore - 560001

No Special Resolution(s) were passed at the last two Annual General Meetings (“AGM”). The third AGM which was held on 29.09.2014 the following resolutions were passed as Special Resolution.

7. EXTRAORDINARY GENERAL MEETING

During the year under review, three Extra ordinary General Meeting was held on 07.07.2014, 10.07.2014 and 11.08.2014.


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8. SHAREHOLDING PATTERN:

Share holding pattern as on 31st March, 2015:

Name of Share Holders Number of Shares % HoldingMajestic Market Research support services limited 2087500 69.54Mr. Rajendra Sharma 914495 30.46Mrs. Naina Krishna Murthy 1 0.00Mr. Harish Singh 1 0.00Mr. Mani Singh Kalsi 1 0.00Mr. Sarang Panchal 1 0.00Mr. Sagar Bait 1 0.00Total 3002000 100.00

Categories of shareholding as at 31st March, 2015:

Category of Share Holders Number of Shares % HoldingA. Promoters & Promoter Group 3001996 100B. Public ShareholdingForeign Institutional InvestorsMutual FundFinancial Institutions & BanksCentral Govt. / State GovtIndividual s 4 0Directors & RelativesNRIs & OCBsClearing MemberTotal Public ShareholdingTotal Shareholding(A+B) 3002000 100%

9. ADDRESS FOR CORRESPONDENCE:

Registered Office: Majestic Research Services and Solutions Limited 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.

10. SUBSIDIARY AND JOINT VENTURE COMPANIES

SUBSIDIARY COMPANY

1) EMTEE RESEARCH AND CONSULTANTS PRIVATE LIMITED (ERCPL)

Company was incorporated on 12th August, 2014. Company is at infant stage and has not commence operations, so there is loss of Rs. (1,27,106/-).Your company holds 70% of equity shares in ERCPL since 23rd January 2015 and balance held by the directors of ERCPL. The Company is engaged in providing market research services with a purpose of providing complete, fast and accurate information to clients using latest digital technology based on Android platform. The silent features of financial statement of subsidiary and joint venture in form AOC-1 is attached as “Annexure A” which forms part of this report.


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JOINT VENTURE

2) SCENT ANALYSIS MAJESTIC PRIVATE LIMITED (SAMPL)

Company was incorporated on 10th October, 2014. Company is at infant stage and just commence operations so, there is loss of Rs. (45,518/-). Your company holds 50% of equity shares in SAMPL since 10th October, 2014. The company is the Jointly Controlled Entity and it is incorporated by way of Joint Venture agreement entered into between Majestic Research Services and Solutions Limited and Analysis the Scent Company International Gmbh. The Company is engaged in providing market research services with a purpose to help clients at all stages of development. It fills the research gap between sensory science and traditional market research, providing rich and detailed consumer insights for product (sensorial) development. The silent features of financial statement of subsidiary and joint venture in form AOC-1 is attached as “Annexure A” which forms part of this report.

11. Disclosure:

i) Related Party Transaction

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.

Your Directors draw attention of the members to Note: 25 to the financial statement which sets out related party disclosures..

ii) Strictures and Penalties

The Company complied with the requirements of all statutory authorities on all matters. There were no penalties imposed no any strictures issued on the Company.

iii) 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.

iv) Reconciliation of Share Capital audit

Reconciliation of Share Capital audit is not applicable for the Financial Year 2014-15.

v) 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.

12. MEANS OF COMMUNICATION

The yearly financial results are regularly uploaded on the Company’s website –www.mrssindia.com

The official news, release, presentation that may be made to the Shareholders at the Annual General Meeting and the presentation as may be done to the analysts will be posted on the Company’s website - www.mrssindia.com


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13. GENERAL SHAREHOLDERS INFORMATION

13.1 Date, Time and Venue Monday,28th September, 20153.30 P.M.Pride Hotel Ltd No.93, Richmond Road Bangalore – 560025

13.2 Financial Year The Financial year of the Company is From April 1 to March 31 of the following year.

13.3 Date of Book Closure 22nd September, 2015 and 23rd September, 2015 (both days inclusive)13.4 Listed on Stock Exchanges SME Platform of BSE Limited (Listed from 16.07.2015)13.5 Scrip Code/ ID 539229/ MRSS

14. CODE OF PREVENTION OF INSIDER TRADING

Company has listed on 16.07.2015 therefore Code of Prevention of Insider Trading is not applicable for Financial Year 2014-15.

15. CEO AND CFO CERTIFICATION

Company has listed on 16.07.2015 CEO and CFO Certification is not applicable for Financial Year 2014-15.

16. COMPLIANCE REPORT ON CORPORATE GOVERNANCE

Company has listed on 16.07.2015 Compliance Report on Corporate Governance is not applicable for Financial Year 2014-15.


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Your company is a growing digital market research agency, headquartered in Mumbai. We trust that, we have created strong footprints pan India by working with top most corporate’s. We exhaustively rely on usage of technology for data acquisition offering reliability, validity and faster turnaround times to its clients. The company has wide range of offerings such as Eye Tracking, Mobile Analytics, Video Analysis, Facial Recognition, Digital Tracking, Online Communities, Neuroscience, Emotional Analysis, Automated Audience Measurement, Sensory Sciences, etc. It is a member of MRSI and DIN (Digital Insight Network - Global).

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 have significant investments in resources and associates all over India. Based on the strength of MRSS INDIA, our scale and depth of solutions, we believe we are upcoming leaders in giving digital insights. We help our clients enhance their interactions with consumers and make critical business decisions that we believe positively affect their sales and profitability. Our data and analytics solutions, which have been developed through substantial investments, are deeply embedded into our clients’ workflow. Some of our top clients are Cipla, Wockhardt, TV Today, Vodafone, Nissan, the Unilever Group, Pfizer, Syngenta and Birla Sun Life.

Our Strategic Partnership with vision critical provides our clients with access to the best of breed online community panel technology. 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. This 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.

This age is the mobile age and to meet up with current trends we have Mobile Analytics. We monitor system level behavior passively on IOS and Android devices. What apps are used? How long are they used? Where are they used? This technique helps one make data-driven decisions about mobile strategy, tactics, and products. This is the robust 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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Mr. Sarang Panchal - MD


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and use the unique features to get proof into people’s attention and behaviour. 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.

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. Our segments are built on an extensive foundation of extensive data assets designed to yield essential insights for our clients to successfully measure, analyze and grow business. The information from these segments, when 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 have focused on innovation to deepen our capabilities, enhance our new of analytics and capitalize on industry trends.

Industry Structure & Development

The Market Research sector has been traditionally dominated by international players. The market research agencies pan India; cover all the main areas of marketing - spanning B2B and industrial research, social research, media research, brand research, corporate and employee research, channel and retail research, product and packaging research, pricing research and business-specialized consumer research.

While researchers in India are highly respected, not enough progress has been made in using technology to get better, more relevant and information faster to clients. We therefore launched MRSS India as a full service firm specialising in digital research. It is encouraging that this coincides with the boom in digital marketing efforts by clients, hence reassuring that we are in the right place at the right time! With a stable and progressive government at the centre India is perhaps poised for the first time in a decade for serious sustainable growth.

Our Strengths:

• We are the largest home grown Market Research Agency of India and Largest Independent Full Service Market Research Firm in Asia & MENA (Middle East & North America)

• Relying exhaustively on usage of technology for data collections thereby ensuring reliability, validity checks as also faster turnaround time

• The research team of MRSS India operates out of Mumbai, Delhi and Bangalore

• The team has rich experience of working with both domestic as well as global majors

Significant factors affecting our results of operations

• MRSS India offers a wide range of Qualitative and Quantitative Research Services both nationally and internationally

• Serious depth in interacting with wide spectrum of target respondents in FMCG space.

• Total 20+ years of Teams experience in executing FMCG Market Research – both Quant & Qual. Majestic MRSS (the parent company of MRSS India) has Client servicing offices in 18 major countries in APAC and MENA region with dedicated Research Professionals and Project Managers; rapidly expanding in Europe, US & LATAM

• Given its global footprints, Majestic MRSS enables MRSS India with the additional wherewithal of local market intelligence as also ability to scale up operations in those markets offering multi-country research capabilities depending on client requirements without any additional set up time-cost implications.


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Competition

Your competition comprises of networked agencies, primarily global research agencies focusing on traditional market research. Medium and Smaller companies also compete in this spree including consultancy and research firms.

Highlights on financial performance:-

During the current Year your company has earned Profit after Tax of Rs 53,29,692/- as compared to Rs 13,40,227/- in previous Year.

Particulars FY 2014-15 FY 2013-14Operating Revenue 55,076,925 22,60,3234EBITDA Margin (%) 19.11 10.53Profit After Tax (%) 9.68 5.93EPS (Rs) 1.78 1.74Cash EPS (Rs) 2.70 2.28

Development in Human Resource

Management is successful in bringing experienced and nurture them to be leaders. Since the management has a long term vision, the challenge to recruit employees with right knowledge and skill is very important. We have hired specialist in different verticals including FMCG, BFSI, Media, IT, Sensory, Automotive, Pharma, Ecommerce and B2b to give their respective clients there experience and skill in the said fields.

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


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INDEPENDENT AUDITOR’S REPORTTO THE MEMBERS OFMAJESTIC RESEARCH SERVICES AND SOLUTIONS LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying financial statements of Majestic Research Services and Solutions Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial 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.

Auditors Responsibility

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

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

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

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

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and


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c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“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 statement on the matters specified in paragraphs 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

e) On the basis of written representations received from the directors as on 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act;

f) 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.

For R T Jain & CoChartered Accountants

FRN : 103961W

(CA Bankim R Jain)Partner

Mem No. : 139447Mumbai, 5th September, 2015


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ANNEXURE TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements of our report of even date)

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

1. (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 not been physically verified by the management. However, the Company has a program of verification of fixed assets to cover all items in a phased manner, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets

2. According to the information and explanations given to us, the nature of the Company’s business is such, that it is not required to hold any inventories. Therefore, the provisions of paragraph 3(ii) of the Order are not applicable to the Company.

3. The Company has not granted any loans, secured or unsecured to Companies, Firms or other parties covered in the Register maintained under Section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. The Company has not accepted any deposits from public during the year.

6. The provisions of clause 6 of the Order are not applicable to the Company as the services rendered by the Company are not covered by the Companies (Cost Records and Audit) Rules, 2014.

7. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth 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.

(b) According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2015 for a period of more than six months from the date they became payable, except for the following:

Nature of Statutory Dues Amount Involved

Service Tax Rs. 11,51,662/-

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


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8. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

9. 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.

10. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

11. Based on our audit procedures and on the information given by the management, term loans have been applied for the purpose for which they were raised.

12. 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.

For R T Jain & CoChartered Accountants

FRN : 103961W

(CA Bankim R Jain)Partner

Mem No. : 139447Mumbai, 5th September, 2015


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Balance Sheet as at 31st March 2015(Amt. in Rs.)

Particulars NoteNo.

As at31st March 2015


I. EQUITY AND LIABILITIES(1) Shareholder’s Funds (a) Share Capital 2 30,020,000 30,020,000 (b) Reserves and Surplus 3 6,810,719 1,481,027(2) Non-Current Liabilities (a) Long Term Borrowings - - (b) Deferred tax liabilities (net) 4 - 90,267 (c) Long-term provisions - -(3) Current Liabilities (a) Short-Term Borrowings 5 12,248,403 491,500 (b) Trade Payables 6 725,840 8,204,279 (c) Other Current Liabilities 7 4,215,685 1,612,357 (d) Short-Term Provisions 8 1,022,279 151,178T O T A L 55,042,926 42,050,608II. ASSETS(1) Non-Current Assets (a) Fixed Assets 9 (i) Tangible assets 1,536,841 788,108 (ii) Intangible assets 45,426 629,433 (b) Deferred tax assets (net) 4 486,855 - (c) Non-Current Investments 10 120,000 - (d) Long term loans and advances 11 1,325,163 1,275,371 (e) Other non-current assets - -(2) Current Assets (a) Inventories - - (b) Trade receivables 12 46,634,452 20,538,334 (c) Cash and cash equivalents 13 408,491 11,691 (d) Short-term loans and advances 14 2,387,776 18,046,671 (e) Other Current assets 15 2,097,922 761,000T O T A L 55,042,926 42,050,608Significant Accounting Policies 1Notes referred to above and Annexure attached there to form an integral part of Balance Sheet

As per our report of even date

FOR R T JAIN & CO For and on behalf of the BoardCHARTERED ACCOUNTANTS(FRN NO. 103961W)

CA BANKIM JAIN Sarang Panchal Rajendra Sharma Sonali GamnePARTNER (Managing Director) (Whole Time Director) (Company Secretary)M No-139447

Mumbai, 5th September, 2015


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Statement of Profit & Loss for the year ended 31st March, 2015(Amt. in Rs.)

Particulars Note No. 2014-15 2013-14

INCOME

Revenue from operations 16 55,076,925 22,603,234

Other Income - -

Total Revenue 55,076,925 22,603,234

EXPENDITURE

Direct Expenses 17 10,250,912 8,175,457

Employee Benefit Expense 18 25,267,896 9,808,004

Financial Costs 19 942,268 14,465

Depreciation and Amortization Expense 9 2,766,929 418,410

Other Expenses 20 8,090,216 2,224,545

Total Expenses 47,318,221 20,640,881

Profit before tax 7,758,704 1,962,353

Tax expense: 21

(1) Current tax (3,006,134) (532,765)

(2) Deferred tax (Liability) / Asset 577,122 (89,361)

Profit/(Loss) for the period 5,329,692 1,340,227

EPS (face value of Rs.10/- each) Basic and Diluted (Rs) 22 1.78 1.74

Significant Accounting Policies 1

Notes referred to above and Annexure attached there to form an integral part of Statement of Profit & Loss.






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Cash Flow Statement for the year ended 31st March 2015(Amt. in Rs.)

Particulars As atMarch 31, 2015

As atMarch 31, 2014

Cash flow from operating activities:Net Profit before tax as per Profit And Loss A/c 7,758,704 1,962,353Adjusted for:Depreciation & Amortisation 2,766,929 418,410Interest & Finance Cost 942,268 14,465Operating Profit Before Working Capital Changes 11,467,901 2,395,228Adjusted for (Increase)/ Decrease:Trade Receivables (26,096,118) (19,285,919)Loans and advances and other assets 12,288,326 (13,924,857)Increase / (Decrease) in Trade & Other Payables (4,875,111) 8,562,913Cash Generated From Operations (7,215,002) (22,252,635)Direct Tax Paid (151,178) -Net Cash Flow from/(used in) Operating Activities: (A) (7,366,180) (22,252,635)Cash Flow From Investing Activities:Purchase of Fixed Assets (2,931,655) (791,470)Investment in Subsidiary & Associate Company (120,000) -Net Cash Flow from/(used in) Investing Activities: (B) (3,051,655) (791,470)Cash Flow from Financing Activities:Proceeds From Share Capital & Share Premium - 22,570,000Proceeds from Short-term borrowings 11,756,903 491,500Interest & Financial Charges (942,268) (14,465)Net Cash Flow from/(used in) Financing Activities ( C) 10,814,635 23,047,035Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) 396,800 2,929Cash & Cash Equivalents As At Beginning of the Year 11,691 8,762Cash & Cash Equivalents As At End of the Year 408,491 11,691

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.

Notes referred to above and Annexures attached there to form an integral part of Financial Statements.





Notes to the Financial Statements


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CORPORATE INFORMATION

Majestic Research Services & Solutions Limited (formerly known as Majestic Research Services & Solutions Private Limited), incorporated under the Companies Act, 1956 and the company is the first Indian Market Research Company listed on BSE SME platform dated 16th July, 2015. 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. Fixed Assets and Intangible Asset:

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 in case of computer software. The estimated useful life of computer software is considered as six years based on internal technical assessment and the management believes that useful life of six years represent the best period over which management expect to use such assets. 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. Effective from 1st April 2014, the company has reassessed the useful lives of the fixed assets in line with useful lives mentioned in Schedule II to the companies Act, 2013.

E. Valuation of Inventories:

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



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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. Revenue Recognition:

Sale of services is recognized on completion of service to be rendered to the customer. Revenue from partly complete contracts is recognized on percentage completion method.

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. Contingent Liabilities / 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

Expenses incurred in connection with proposed issue of equity shares has been classified under other current assets and will be written off against securities premium to be received on the proposed issue.



45

Note : 2 Share Capital(Amt in Rs.)

Particulars As at31st March 2015


Equity Share CapitalAuthorised Share Capital4,500,000 Equity Share of Rs.10/- Each. 45,000,000 45,000,000

45,000,000 45,000,000Issued, Subscribed and Fully Paid Up Share Capital(3,002,000 Equity Share of Rs.10/- each issued, subscribed and fully paid ) 30,020,000 30,020,000T O T A L 30,020,000 30,020,000

a) Reconciliation of number of shares outstanding at the end of year



Equity shares at the beginning of the year 3,002,000 745,000Add: Shares issued during the year - 2,257,000Equity Shares at the end of the year 3,002,000 3,002,000

b) Shares held by Holding or Ultimate Holding Company or its Subsidiaries or Associates

2,087,500 Equity Shares are held by Majestic Market Research Support Services Limited, the holding company.

c) Details of shareholders holding more than 5% shares of the aggregate shares in the company

Name of shareholder As at 31 March, 2015 As at 31 March, 2014No. of Shares Percentage No. of Shares Percentage

Sandeep Bhatia - - 913,500 30.43%Rajendra Sharma 914,495 30.46% - 0.00%Majestic Market Research Support Services Limited

2,087,500 69.54% 2,087,500 69.54%

Note : 3 Reserve and Surplus(Amt in Rs.)



Surplus in the Statement of Profit and LossBalance brought forward from previous year 1,481,027 140,800Less: Appropriations - -Add: Profit for the period 5,329,692 1,340,227Closing Balance 6,810,719 1,481,027



46

Note : 4 Deferred Tax Liabilities /(Assets)(Amt. in Rs.)



Deferred Tax LiabilityRelated to difference between book balance and tax balance of Fixed Assets - 90,267Deferred Tax (Assets)Related to difference between book balance and tax balance of Fixed Assets (486,855) -T O T A L (486,855) 90,267

Note : 5 Short Term Borrowings(Amt. in Rs.)



A. SecuredLoan Repayable on Demand Cash Credit Facility From Bank* 9,843,002 - * Interest Rate is 14.15% P.a, Payable Monthly (Charge On Entire Current Assets of the Company)B. Unsecured From Related Parties (Read with Note 25) 183,901 491,500 From Others (Inter Corporate Body Loan) 2,221,500 -T O T A L 12,248,403 491,500

Note: 6 Trade Payables(Amt. in Rs.)



Due to Micro, Small and Medium Enterprises - -Others 725,840 8,204,279T O T A L 725,840 8,204,279

Note: 7 Other Current Liabilities(Amt. in Rs.)



Creditors for Expenses 134,544 198,502Creditors for Capital Goods - 247,012Provision for Salary 1,190,915 862,048Statutory Dues 2,890,226 304,795T O T A L 4,215,685 1,612,357

Note : 8 Short-term Provisions(Amt. in Rs.)



Income Tax Provision (Net of Advance Tax & TDS) 1,022,279 151,178T O T A L 1,022,279 151,178



47

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48

Note : 10 Non Current Investments

(Amt. in Rs.)



Long Term Investment (Valued At Cost Unless Stated Otherwise)*(A)Trade Investment (Unquoted)i) Investment in Subsidiary Company 7,000 Equity Shares of Rs 10/- each fully paid up of 70,000 - EMTEE RESEARCH AND CONSULTANTS PRIVATE LIMITEDii) Investment in Jointly Controlled Entity (Joint Venture) 5,000 Equity Shares of Rs 10/- each fully paid up of 50,000 SCENT ANALYSIS MAJESTIC PRIVATE LIMITED * (Read With Note 24 and 25)T O T A L 120,000 -

Note : 11 Long Term Loans and Advances(Amt. in Rs.)



Unsecured, Considered GoodAdvance Income Tax & TDS Credit (Net of Provision for income Tax) 165,163 169,273Security Deposits 1,160,000 1,060,000Deposit with Revenue Authorities (Cenvat Credit Balance) - 46,098T O T A L 1,325,163 1,275,371

Note : 12 Trade Receivables

(Amt. in Rs.)



Unsecured, Considered GoodLess than Six Months 36,307,752 19,346,308More than Six Months 10,326,700 1,192,026T O T A L 46,634,452 20,538,334

Note : 13 Cash & Cash Equivalent

(Amt. in Rs.)



Cash in hand 40,384 -Balances with banks in current account 368,107 11,691T O T A L 408,491 11,691



49

Note :14 Short Terms Loans and Advances(Amt. in Rs.)



Unsecured, Considered GoodAdvance for Expenses 2,387,776 6,810,691Advance to Related Parties - 385,980Advance to Others - 10,850,000T O T A L 2,387,776 18,046,671

Note :15 Other Current Assets(Amt. in Rs.)



Preliminary Expenses 2,097,922 500,000Prepaid Expenses - 261,000T O T A L 2,097,922 761,000

Note : 16 Revenue from Operations(Amt. in Rs.)

Particulars 2014-15 2013-14Sales of Services 55,076,925 22,603,234T O T A L 55,076,925 22,603,234

Note : 17 Direct Expenses(Amt. in Rs.)

Particulars 2014-15 2013-14Project Expenses 10,250,912 8,175,457T O T A L 10,250,912 8,175,457

Note : 18 Employment Benefit Expenses(Amt. in Rs.)

Particulars 2014-15 2013-14Salaries, Wages and Bonus (Read with Note 25) 25,014,572 9,719,905Contribution to Provident Fund 42,414 -Staff Welfare Expenses 210,910 88,099T O T A L 25,267,896 9,808,004



50

Note : 19 Financial Cost(Amt. in Rs.)

Particulars 2014-15 2013-14Bank Charges 29,245 1,880Interest on Cash Credit facility 522,307 -Other Interest Expense 102,176 12,585Loan Processing Fees 288,540 -T O T A L 942,268 14,465

Note : 20 Other Expenses(Amt. in Rs.)

Particulars 2014-15 2013-14Travelling & Conveyance 935,266 385,920Telephone Charges 346,799 48,130Printing & Stationery 136,150 26,078Office Expense 413,597 83,592Business Promotion & Advertisement Charges 370,233 353,591Legal & Professional Fees 1,908,532 1,027,138Auditors Remuneration (Read with Note 23) 120,000 50,000Foreign Exchange Fluctuation Loss 156,641 31,096Rent 3,334,840 53,000ROC Fees - 115,000Boarding & Lodging 11,000 -Repairs & Maintenance 56,480 -Professional Tax Paid 7,500 -Shop & Establishment Expenses 15,000 -Misc. Expenses 93,272 -Insurance Charges 6,843 -Electricity Charges 178,063 -Donation - 51,000T O T A L 8,090,216 2,224,545

Note : 21 Tax Expenses(Amt. in Rs.)

Particulars 2014-15 2013-14Current TaxProvision For Income Tax 3,006,134 532,765Deferred Tax Liability / (Asset)Related to Depreciation and Amortization Expense (577,122) 89,361



51

Note : 22 Earnings Per Share(Amt. in Rs.)

Particulars 2014-15 2013-14Profit for the period attributable to Equity Shareholder 5,329,692 1,340,227No of weighted average equity shares outstanding during the year 3,002,000 7,69,734Nominal Value of Equity Share 10 10Basic and Diluted Earning Per Share 1.78 1.74

23. Auditors Remuneration Includes:

(Amt. In Rs.)

Particulars 2014-15 2013-14Statutory Audit fees 90,000 40,000Tax audit fees 30,000 10,000

24. Details of Related Parties and Key Management Personnel where transaction have taken place during the Year:

Description of Relationship Names of Related PartiesHolding Company / Parent Company Majestic Market Research Support Services LimitedSubsidiary Company Emtee Research & Consultants Private Limited**Associate Company Scent Analysis Majestic Private LimitedKey Management Personnel (KMP’s) Sarang Panchal, Rajendra Sharma, Sandip Bhatia, Sonali Gamne*, Mitti Jain*Enterprises in which KMP have significant influence.

Focus Suites Solutions & Services Private Ltd, Genpop Consumer Research Private Limited.

* Mitti Jain, Company Secretary of the company has resigned wef 20-02-2015 and her place we have appointed Sonali Gamne as company secretary wef 20-02-2015.

** Company entered into a share subscription and shareholder’s agreement on January 23, 2015 with Mr. Mukund Tripathi and Mrs. Deepa Tripathi for purchase of 7,000 shares comprising 70% of holding of Emtee Research & Consultants Private Limited.

25. Transactions with Related Parties

(Amt. in Rs.)

Name Relationship Country Nature of Transaction

Holding as at 31-03-

2015 (in %)

Amount of transaction in 2014-15

Holding as at 31-03-

2014 (in %)


Emtee Research & Consultants Private Limited

Subsidiary India Investment 70 70,000 - -

Scent Analysis Majestic Private Limited

Associate India Investment 50 50,000 - -

(Amt. in Rs.)



52

Name Relationship Nature of transaction


Amount outstanding

as at 31.03.2015 (payable)/ receivable


Amount outstanding

as at 31.03.2014 (payable)/ receivable

Focus Suites Solutions & Services Pvt Ltd*

Group Company Loan Received - - 465,000 (465,000)Loan Repayment 4,65,000 - - -Sales - - - -Project Expenses - - 7,979,738 (7,979,738)

Sarang Panchal Managing Director Remuneration Given 46,39,575 (3,50,000) - -Rajendra Sharma Whole Time Director Remuneration Given 4,93,458 - - -Genpop Consumer Research Pvt Ltd*

Group Company Loan Received - - 26,500 (26,500)Loan Repayment 26,500 - - -

Majestic Market Research Support Services Ltd

Parent Company Loan Given - - 175,980 175,980Loan Received 69,44,281 (1,83,901) - -Loan Repayment 67,60,380 - - -

Mitti Jain Company Secretary Salary 2,93,333 - - -Sonali Gamne Company Secretary Salary 44,433 (30,800) - -Sandeep Bhatia* Director Loan Given - - 210,000 210,000

Loan Received 2,10,000 - - -Loan Repayment 2,10,000 - - -Salary 2,10,000 - - -

*Sandip Bhatia is one of the director in the above mentioned group companies and wef 23-07-2014 he has resigned from the position of directorship in Majestic Research Services and Solutions Limited.

26. 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.

(Amt. in Rs.)

Sr. No Particulars Current Year2014-15

Previous Year2013-14

1 Segment Revenue- Domestic Sales 25,014,608 9,537,889- Export Sales 30,062,317 13,065,345Total 55,076,925 22,603,234

2 Segment Results Profit / (Loss) before Tax and Interest- Domestic 19,423,355 5,608,669- Export 25,402,658 8,819,108Total 44,826,013 14,427,777Less : Interest Expenses 942,268 14,465Less: Other unallocable expenditure net of income 36,125,014 12,450,959Profit /(Loss) before Tax 7,758,704 1,962,353

3 Capital Employed (Segment Assets- Segment Liabilities)- Domestic 17,331,301 8,345,403- Export 29,303,151 12,192,931Total 46,634,452 20,538,334Unallocated 8,408,474 21,512,274

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



53

(Amt. in Rs.)

Particulars Current Year2014-15

Previous Year2013-14

CIF value of importsRaw material - -Traded goods - -TOTAL - -B. Expenditure in Foreign Currency i) Project Expenses Global 3,335,800 31,096C. Earnings in Foreign Currency i) F.O.B. value of exports 30,062,317 13,065,345

28. 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 50%

Group Share of Interest in Joint Venture

(Amt. in Rs.)

Particulars Current Year 2014-15Assets 2,59,131/-Liabilities 2,54,649/-Incomes 2,04,376/-Expenses 2,49,894/-Capital Commitments NILOther Commitments NIL

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






54

TO THE BOARD OF DIRECTORS OF MAJESTIC RESEARCH SERVICES AND SOLUTIONS LIMITED

Report on the Consolidated Financial Statements

We have audited the accompanying Consolidated financial statements of Majestic Research Services and Solutions Limited (“the Holding Company”), and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) and its Associates, comprising of the Consolidated Balance Sheet as at March 31, 2015, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information (hereinafter referred to as Consolidated Financial Statements).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these Consolidate Financial Statements in terms of the requirements of the Companies Act, 2013(hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group including its Associates 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. The respective Board of Directors of the Companies included in the Group and its Associates are responsible for maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Group 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, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditors Responsibility

Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit.

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

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

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Consolidated Financial Statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the Consolidated 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 Consolidated state of affairs of the Company as at March 31, 2015;

b) in the case of the Consolidated Statement of Profit and Loss, of the Consolidated profit for the year ended on that date; and

c) in the case of the Consolidated Cash Flow Statement, of the Consolidated cash flows for the year ended on that date

INDEPENDENT AUDITOR’S REPORT


55

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, based on the comments in the auditor’s report of the Holding Company, Subsidiary Company and Associate companies incorporated in India, we give in the Annexure a statement on the matters specified in paragraphs 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 of the aforesaid Consolidated Financial Statements;

b) in our opinion, proper books of account as required by law for preparation of Consolidated Financial Statements 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 Cash Flow Statement 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 31 March, 2015, taken on record by the Board of Directors of the Holding Company, and on the basis of Auditors Report of the Subsidiary Company and Associate Companies none of the directors of the Group including its Associates are disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act;

f) 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 Consolidated Financial Statements does not have any pending litigations;

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

iii. The Group including its Associates was not required to transfer any amount to Investor Education and Protection Fund.

For R T Jain & Co Chartered Accountants FRN : 103961W

(CA Bankim R Jain) Partner Mem No. : 139447



56

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements of our report of even date)

Our reporting on the Order does not include one subsidiary company to whom the Order is not applicable. The order does not include one associate company to whom the Order is not applicable

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

(b) As explained to us, fixed assets have not been physically verified by the management of Group including its associates. However, the Group including its associates has a program of verification of fixed assets to cover all items in a phased manner, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets

2. According to the information and explanations given to us, the nature of the Group including its associates business is such, that it is not required to hold any inventories. Therefore, the provisions of paragraph 3(ii) of the Order are not applicable to the Group.

3. The Group including its associates has not granted any loans, secured or unsecured to Companies, Firms or other parties covered in the Register maintained under Section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control system commensurate with the size of the Group including its associates and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. The Group including its associates has not accepted any deposits from public during the year.

6. The provisions of clause 6 of the Order are not applicable to the Group including its associates as the services rendered by the Company are not covered by the Companies (Cost Records and Audit) Rules, 2014.

7. (a) According to the records of the Group including its associates, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth 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.

(b) According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2015 for a period of more than six months from the date they became payable, except for the following :

Nature of Statutory Dues Amount Involved

Service Tax Rs. 11,51,662/-

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


57

8. The Group including its associates does have accumulated loss and has incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

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

10. According to the information and explanations given to us, the Group including its associates has not given any guarantees for loan taken by others from a bank or financial institution.

11. Based on our audit procedures and on the information given by the management Group including its associates, term loans have been applied for the purpose for which they were raised.

12. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Group including its associates has been noticed or reported during the year.

For R T Jain & Co Chartered Accountants FRN : 103961W

(CA Bankim R Jain) Partner Mem No. : 139447



58

Consolidated Balance Sheet as at 31st March, 2015(Amt. in Rs.)

Particulars Note No.

As at 31st March

2015 I. EQUITY AND LIABILITIES(1) Shareholder's Funds (a) Share Capital 2 30,020,000 (b) Reserves and Surplus 3 6,675,229 (2) Minority Interest (7,135)(3) Non-Current Liabilities (a) Long Term Borrowings - (b) Deferred tax liabilities (net) 4 - (c) Long-term provisions - (4) Current Liabilities (a) Short-Term Borrowings 5 12,382,699 (b) Trade Payables 6 834,199 (c) Other Current Liabilities 7 4,581,078 (d) Short-Term Provisions 8 1,022,279 Total 55,508,349 II. ASSETS(1) Non-Current Assets (a) Fixed Assets 9 (i) Tangible assets 1,567,977 (ii) Intangible assets 239,497 (b) Deferred tax assets (net) 4 478,159 (c) Non-Current Investments - (d) Long term loans and advances 11 1,325,163 (e) Other non-current assets 10 22,500 (2) Current Assets (a) Inventories - (b) Trade receivables 12 46,833,695 (c) Cash and cash equivalents 13 540,564 (d) Short-term loans and advances 14 2,387,776 (e) Other Current assets 15 2,113,018 Total 55,508,349 Significant Accounting Policies 1Notes referred to above and Annexures attached there to form an integral part of Financial Statements






59

Consolidated Statement of Profit & Loss for the year ended 31st March, 2015(Amt. in Rs.)

Particulars Note No. 2014-15

INCOME

Revenue from operations 16 55,281,301

Other Income -

Total Revenue 55,281,301

EXPENDITURE

Direct Expenses 17 10,325,563

Employee Benefit Expense 18 25,267,896

Financial Costs 19 942,380

Depreciation and Amortization Expense 9 2,800,885

Other Expenses 20 8,349,802

Total Expenses 47,686,526

Profit before tax 7,594,775

Tax expense: 21

(1) Current tax (3,006,134)

(2) Deferred tax (Liability) / Asset 568,426

Profit/(Loss) for the period 5,157,067

Less: Adjustment for Minority Interest Share (37,135)

Profit/(Loss) after Minority Interest 5,194,202

EPS (face value of Rs.10/- each) Basic and Diluted (Rs) 22 1.73

Significant Accounting Policies 1







60

Consolidated Cash Flow Statement for the year ended 31st March, 2015(Amt. in Rs.)

Particulars 2014-15 Cash Flow from operating activities:Net Profit before tax as per Profit And Loss A/c 7,594,775 Adjusted for:Depreciation & Amortisation 2,800,885 Interest & Finance Cost 942,380 Operating Profit Before Working Capital Changes 11,338,040 Adjusted for (Increase)/ Decrease:Trade Receivables (26,295,361)Loans and advances and other assets 12,280,730 Increase / (Decrease) in Trade & Other Payables (4,401,359)Cash Generated From Operations (7,077,950)Direct Tax Paid (151,178)Net Cash Flow from/(used in) Operating Activities: (A) (7,229,128)Cash Flow From Investing Activities:Purchase of Fixed Assets (3,190,818)Investement in Subsidary & Associate Company - Net Cash Flow from/(used in) Investing Activities: (B) (3,190,818)Cash Flow from Financing Activities:Proceeds From Share Capital & Share Premium - Proceeds from Short-term borrowings 11,891,199 Interest & Financial Charges (942,380)Net Cash Flow from/(used in) Financing Activities (C) 10,948,819 Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) 528,873 Cash & Cash Equivalents As At Beginning of the Year 11,691 Cash & Cash Equivalents As At End of the Year 540,564 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 pertaining to the subsidiaries have been recast / reclassified wherever necessary in order to bring them in line with parent company financial statements.







61

Consolidated Notes to the 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, 2015.

v. As Per Accounting Standard Issued by ICAI on Consolidated Financial Statements (As-21) when the company presenting consolidated financial statement on first occasions then the comparative figures for the previous period need is not required to present. Also the company has acquired effective control either directly or indirectly in subsidiary, associate and joint venture in current financial year i.e. 2014-15 only hence, comparative figures for the previous period are not given.

vi. 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.

vii. 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.

viii. 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.

ix. 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.

x. 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.

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

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

xiii. 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) List of Subsidiaries and the company’s effective holding thereon.

Sr. No

Name of the Entity Country of Incorporation

Effective ownership in % either directly or through

subsidiaries 1 Emtee Research and Consultants Private Limited

(Wef 23-01-2015)India 70% (Directly)


62

Consolidated Notes to the Financial Statements (b) List of Joint Venture / Jointly Controlled Entity

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

Effective ownership in % either directly or through

subsidiaries 1 Scent Analysis Majestic Private Limited

(Wef 10-10-2014)India 50% (Directly)

NOTE 2: SIGNIFICANT ACCOUNTING POLOCIES

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. Fixed Assets and Intangible Asset:

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:

In case of Parent Company (Majestic Research Services & Support Limited)

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 in case of computer software. The estimated useful life of computer software is considered as six years based on internal technical assessment and the management believes that useful life of six years represent the best period over which management expect to use such assets. 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. Effective from 1st April 2014, the company has reassessed the useful lives of the fixed assets in line with useful lives mentioned in Schedule II to the companies Act, 2013.

In case of Subsidiary Company (Emtee Research and Consultants Private Limited)

The Company has provided for depreciation on fixed assets using written down value (WDV) over the useful life of the assets as prescribed in Schedule II to the companies Act, 2013. Intangible assets consist of Android Application 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. Effective from 1st April 2014, the company has reassessed the useful lives of the fixed assets in line with useful lives mentioned in Schedule II to the companies Act, 2013.

D. Valuation of Inventories:

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.


63

Consolidated Notes to the Financial Statements Exchange Differences: All exchange differences arising on settlement/conversion of foreign currency transactions are

recognized in the statement of profit and loss.

F. Revenue Recognition:

Sale of services is recognized on completion of service to be rendered to the customer. Revenue from partly complete contracts is recognized on percentage completion method.

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. Contingent Liabilities / 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. Comparatives Figures of Previous Period

As Per Accounting Standard Issued by ICAI on Consolidated Financial Statements (As-21) when the company presenting consolidated financial statement on first occasions then the comparative figures for the previous period need not be required to present. Also the company has acquired effective control either directly or indirectly in subsidiary and associate in current financial year i.e. 2014-15 only hence, consolidation of financial statement is done for current financial year only.

M. Share Issue Expenditure

Expenses incurred in connection with proposed issue of equity shares of parent company has been classified under other current assets and will be written off against securities premium to be received on the proposed issue. In case of Subsidiary company and joint venture company preliminary expenditure in connection with Company Incorporation such as registration charges, stamp duty, etc will be written off over a period of five years equally. Amount which is to be written off in next financial year has been classified under current asset sub head other current assets and remaining amount has been classified under Non-current assets sub head other non-current assets.


64

Consolidated Notes to the Financial StatementsNote : 2 Share Capital

(Amt. in Rs.)

ParticularsAs at

31st March 2015

Equity Share CapitalAuthorised Share Capital4,500,000 Equity Share of Rs.10/- Each. 45,000,000

45,000,000 Issued, Subscribed and Fully Paid Up Share Capital(3,002,000 Equity Share of Rs.10/- each 30,020,000 issued, subscribed and fully paid )T O T A L 30,020,000

a) Reconciliation of number of shares outstanding at the end of year

(Amt. in Rs.)

ParticularsAs at

31st March 2015

Equity shares at the beginning of the year 3,002,000 Add: Shares issued during the year - Equity Shares at the end of the year 3,002,000

b) Shares held by Holding or Ultimate Holding Company or its Subsidiaries or Associates

2,087,500 Equity Shares are held by Majestic Market Research Support Services Limited, the holding company.

c) Details of shareholders holding more than 5% shares of the aggregate shares in the company

(Amt. in Rs.)

Name of shareholder As at 31 March, 2015

No. of Shares PercentageRajendra Sharma 914,495 30.46%Majestic Market Research Support & Services Limited 2,087,500 69.54%

Note : 3 Reserve and Surplus

(Amt. in Rs.)

ParticularsAs at

31st March 2015

Surplus in the Statement of Profit and LossBalance brought forward from previous year 1,481,027 Less: Appropriations - Add: Profit for the period 5,194,202 Closing Balance 6,675,229


65

Consolidated Notes to the Financial StatementsNote : 4 Deferred Tax Liabilities /(Assets)

(Amt. in Rs.)

ParticularsAs at

31st March 2015

Deferred Tax LiabilityRelated 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 (478,159)T O T A L (478,159)

Note : 5 Short Term Borrowings (Amt. in Rs.)

ParticularsAs at

31st March 2015

A. SecuredLoan Repayable on Demand Cash Credit Facility From Bank* 9,843,002 * Interest Rate is 14.15% P.a, Payable Monthly (Charge On Entire Current Assets of the Company)B. Unsecured From Related Parties (Read with Note 25) 318,197 From Others (Inter Corporate Body Loan) 2,221,500 T O T A L 12,382,699

Note : 6 Trade Payables (Amt. in Rs.)

ParticularsAs at

31st March 2015

Due to Micro, Small and Medium Enterprises - Audit fees payable 22,472 Others 834,199 T O T A L 856,671

Note : 7 Other Current Liabilities (Amt. in Rs.)

ParticularsAs at

31st March 2015

Creditors for Expenses 289,371 Creditors for Capital Goods 194,663 Provision for Salary 1,190,915 Statutory Dues 2,906,129 T O T A L 4,581,078

Note : 8 Short-term Provisions (Amt. in Rs.)

ParticularsAs at

31st March 2015

Income Tax Provision (Net of Advance Tax & TDS) 1,022,279 T O T A L 1,022,279


66

Consolidated Notes to the Financial Statements

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67

Consolidated Notes to the Financial StatementsNote : 10 Other Non Current Assets

(Amt. in Rs.)

ParticularsAs at

31st March 2015

Preliminary Expenditure to the Extent not W/off 22,500 T O T A L 22,500

Note : 11 Long Term Loans and Advances

(Amt. in Rs.)

ParticularsAs at

31st March 2015

Unsecured, Considered GoodAdvance Income Tax & TDS Credit (Net of Provision for income Tax) 165,163 Security Deposits 1,160,000 Deposit with Revenue Authorities (Cenvat Credit Balance) - T O T A L 1,325,163

Note : 12 Trade Recievables

(Amt. in Rs.)

ParticularsAs at

31st March 2015

Unsecured,Considered GoodLess than Six Months 36,506,995 More than Six Months 10,326,700 T O T A L 46,833,695

Note : 13 Cash & Cash Equivalent

(Amt. in Rs.)

ParticularsAs at

31st March 2015

Cash in hand 40,384 Balances with banks in current account 500,180 T O T A L 540,564


68

Consolidated Notes to the Financial StatementsNote :14 Short Terms Loans and Advances

(Amt. in Rs.)

ParticularsAs at

31st March 2015

Unsecured, Considered Good

Advance for Expenses 2,387,776

Advance to Related Parties -

Advance to Others -

T O T A L 2,387,776

Note :15 Other Current Assets

(Amt. in Rs.)

ParticularsAs at

31st March 2015

Preliminary Expenses 2,105,422

Prepaid Expenses 7,596

T O T A L 2,113,018

Note : 16 Revenue from Operations(Amt. in Rs.)

Particulars 2014-15 Sales of Services 55,281,301 T O T A L 55,281,301

Note : 17 Direct Expenses(Amt. in Rs.)

Particulars 2014-15 Project Expenses 10,325,563 T O T A L 10,325,563


69

Consolidated Notes to the Financial StatementsNote : 18 Employement Benefit Expenses

(Amt. in Rs.)Particulars 2014-15

Salaries, Wages and Bonus (Read with Note 25) 25,014,572 Contribution to Provident Fund 42,414 Staff Welfare Expenses 210,910 T O T A L 25,267,896

Note : 19 Financial Cost(Amt. in Rs.)

Particulars 2014-15 Bank Charges 29,357 Interest on Cash Credit facility 522,307 Other Interest Expense 102,176 Loan Processing Fees 288,540 T O T A L 942,380

Note : 20 Other Expenses(Amt. in Rs.)

Particulars 2014-15 Travelling & Conveyance 935,266 Telephone Charges 359,114 Printing & Stationery 138,633 Internet Chjarges 4,636 Office Expense 430,559 Website Domain 2,706 Business Promotion & Advertisement Charges 372,939 Legal & Professional Fees 1,908,532 Auditors Remuneration (Read with Note 23) 153,708 Foreign Exchange Fluctuation Loss 161,774 Rent 3,466,840 Boarding & Lodging 11,000 Repairs & Maintenance 85,259 Professional Tax Paid 7,500 Shop & Establishment Expenses 15,000 Misc. Expenses 93,272 Insurance Charges 6,843 Electricity Charges 196,063 Preliminary Expenditure W/off 7,500 T O T A L 8,357,144

Note : 21 Tax Expenses


Current Tax Provision For Income Tax 3,006,134 Deferred Tax Liability / (Asset)Related to Depreciation and Amortization Expense (568,426)


70

Consolidated Notes to the Financial StatementsNote : 22 Earnings Per Share


Profit for the period attributable to Equity Shareholder 5,186,860 No of weighted average equity shares outstanding during the year 3,002,000 Nominal Value of Equity Share 10 Basic and Diluted Earning Per Share 1.73

23. Auditors Remuneration Includes:

(Amt. In Rs.)Particulars 2014-15Statutory Audit fees 1,23,708

Tax Audit fees 30,000

24. Details of Related Parties and Key Management Personnel where transaction have taken place during the Year:

Description of Relationship Names of Related PartiesUltimate Holding Company / Parent Company Majestic Market Research Support Services LimitedDirect Subsidiary Company Emtee Research & Consultants Private Limited**Joint Venture / Jointly Controlled Entity Scent Analysis Majestic Private LimitedKey Management Personnel (KMP’s) Sarang Panchal, Rajendra Sharma, Sandip Bhatia,

Sonali Gamne*, Mitti Jain*Enterprises in which KMP have significant influence. Focus Suites Solutions & Services Private Ltd, Genpop

Consumer Research Private Limited.

* Mitti Jain, Company Secretary of the company has resigned wef 20-02-2015 and her place we have appointed Sonali Gamne as company secretary wef 20-02-2015.

** Company entered into a share subscription and shareholder’s agreement on January 23, 2015 with Mr. Mukund Tripathi and Mrs. Deepa Tripathi for purchase of 7,000 shares comprising 70% of holding of Emtee Research & Consultants Private Limited.

25. Transactions with Related Parties (Amt. in Rs.)

Name Relationship Country Nature of Transaction

Holding as at 31-03-2015 (in %)


Emtee Research & Consultants Private Limited Subsidiary India Investment 70 70,000

Scent Analysis Majestic Private Limited

Joint Venture/ Jointly Controlled

EntityIndia Investment 50 50,000


71

Consolidated Notes to the Financial Statements(Amt. in Rs.)

Name Relationship Nature of transaction Amount of transaction in

2014-15

Amount outstanding as at 31-03-2015

(payable)/ receivableFocus Suites Solutions & Services Pvt Ltd*

Group Company Loan Received - -Loan Repayment 4,65,000 -Sales - -Project Expenses - -

Sarang Panchal Managing Director

Remuneration Given 46,39,575 (3,50,000)

Rajendra Sharma Whole Time Director

Remuneration Given 4,93,458 -

Genpop Consumer Research Pvt Ltd*

Group Company Loan Received - -Loan Repayment 26,500 -


Parent Company Loan Given - -Loan Received 69,44,281 (1,83,901)Loan Repayment 67,60,380 -

Mukund Tripathi Director of Subsidiary Company

Loan Received 1,34,296 (1,34,296)


Ultimate Holding Company

Reimbursement of office, Rent & General Administrative Expenses by Scent Analysis Majestic Private Limited (JV Company) to Holding Company

3,37,525/- (3,09,654)/-

Sonali Gamne Company Secretary

Salary 44,433 (30,800)

Mitti Jain 2,93,333 -Sandeep Bhatia* Director Loan Given - -

Loan Received 2,10,000 -Loan Repayment 2,10,000 -Salary 2,10,000 -

* Sandip Bhatia is one of the director in the above mentioned group companies and wef 23-07-2014 he has resigned from the position of directorship in Majestic Research Services and Solutions Limited.


72

Consolidated Notes to the Financial Statements26. 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.

(Amt. in Rs.)Sr. No Particulars Current Year

2014-151 Segment Revenue

- Domestic Sales 25,014,608- Export Sales 30,266,693Total 55,281,301

2 Segment Results Profit / (Loss) before Tax and Interest- Domestic 19,423,355- Export 25,532,383Total 44,955,738Less : Interest Expenses 942,380Less: Other unallocable expenditure net of income 36,418,583Profit /(Loss) before Tax 7,594,775

3 Capital Employed (Segment Assets- Segment Liabilities)- Domestic 17,331,301- Export 29,502,394Total 46,833,695Unallocated 8,674,654

27. C.I.F. Value of imports, expenditure and earnings in foreign currency (Amt. in Rs.)

Particulars Current Year 2014-15

CIF value of importsRaw materialTraded goods

--

TOTAL -B. Expenditure in Foreign Currency i) Project Expenses 3,335,800C. Earnings in Foreign Currency i) F.O.B. value of exports 30,471,069

28. 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 50%


73

Consolidated Notes to the Financial Statements

Group Share of Interest in Joint Venture

(Amt. in Rs.)

Particulars Current Year 2014-15

Assets 2,59,131/-Liabilities 2,54,649/-Incomes 2,04,376/-Expenses 2,49,894/-Capital Commitments NILOther Commitments NIL

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

(Amt. in Rs.)Name of Entity Net Assets * Share in Profit / (Loss)*

Particulars% of

Consolidated Net Assets

Amount(Rs)

% of Consolidated Profit / (Loss)

Amount (Rs)

ParentMajestic Research Services & Solutions Limited 100.05 36,707,395 103.35 5,329,690Indian Subsidiary*Emtee Research and Consultants Private Limited (70% Share)

(0.05) (16,647) (1.73) (88,974)

Minority Interest in Subsidiary (30% Share) (0.02) (7,135) (0.97) (38,132)Jointly Controlled Entity (Joint Venture)*Scent Analysis Majestic Private Limited (50% Share) 0.02 4,482 (0.88) (45,519)T O T A L 100.00 35,334,107 100.00 5,157,067

*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.

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





Majestic Research Services and Solutions LimitedCIN:U72200KA2012PLC063818

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

ATTENDANCE SLIP

RECORD OF ATTENDENCE 3RD ANNUAL GENERAL MEETING, HELD ON MONDAY, 28TH SEPTEMBER, 2015 AT 3.30 P.M. AT PRIDE HOTEL LTD NO.93, RICHMOND ROAD, BANGALORE – 560025

Regd. Folio No. / DP

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 3rd Annual General Meeting of the Company onMonday, 28th September, 2015 at 3.30 P. M. at Pride Hotel Ltd No.93, Richmond Road, Bangalore – 560025.

__________________________________ __________________________________

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

Note: Please fill this attendance slip and hand it over at the entrance of the hall.

Form No. MGT-11

PROXY FORM [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

CIN : U72200KA2012PLC063818

Name of the company : Majestic Research Services and Solutions Limited

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

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 falling him/her

2. Name: Address:

E-mail id: Signature: or falling him/her

3. Name: Address:

E-mail id: Signature:

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 3rd Annual general meeting of the company, to be held on the Monday, 28th dayof September, 2015At 3.30p.m.atPride Hotel Ltd No. 93, Richmond Road, Bangalore – 560025 and at any adjournment thereof in respect of such resolutions as are indicated below

Sr. no.

Resolution

Ordinary Business:1 Adoption of Audited Financial Statement for the Financial Year ended 31st March, 20152 Re- appointment of Director retire by rotation3 Appointment of Auditor

Special Business 4 To Increase Authorised share capital and modify Memorandum of Association

Signed this…...................…dayof………………20….

_________________________ _________________________

Signature of shareholder Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

AffixRe. 1.00RevenueStamp


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