BOARD'S REPORT To the Members, 1. 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. 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. 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. 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 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. 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 Sharma (Chairman and Whole Time Director ) DIN: 06879460 Place: Mumbai Date: 5th September, 2015 |