The Directors have pleasure in presenting you the 45th Annual Report on the business and operations of the company together with the Audited Results for the financial year ended March 31, 2018.

FINANCIAL RESULTS

DIVIDEND

To sustain internal accruals for the future growth of the Company, your Directors do not recommend any dividend for the Accounting Year.

RESERVES

The Company does not propose to carry any amount to reserves.

CAPACITY UTILIZATION & PLANT OPERATIONS

The company has discontinued operations of manufacturing in the second half of the financial year 2017-18 due to unviable business operations; lack of viable orders and profitability.

The company has diversified into facility management services, leasing of owned/rented property, purchase, acquire, build & construct any property etc.

CHANGE IN SHARE CAPITAL

The paid up equity capital as on March 31, 2018 stands at Rs. 10,39,82,280/- consisting of 1,03,97,478 Equity Shares of Rs.10/- each with no change as compared to previous year.

QUALITY

Your Company has focused on quality, right from new product development stage such as design of processes, manufacturing of tools, fixtures & dies to ensure to the production. This is the attribute of your Company which has enabled it to sustain as a consistent supplier to the quality conscious customers over the years.

Since, company has discontinued operations we ensure that Quality is still the most important factor of our working in the new areas as well.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

HOLDING COMPANY

The Holding Company, M/s Anadi Investments Private Limited is holding 7,757,687 equity shares in the company of Rs. 10/- each equivalent to 74.61% of the paid up capital of the company as on 31st March 2017.

SUBSIDIARY COMPANIES

The Company has following Subsidiaries:

i) Majestic IT Services Limited (MITSL), engaged in the business of Facility Management Services led by Ms. Aashima Munjal, Managing Director of the company. The Company managed to achieve revenue of Rs.20.94 Cr in the FY 17-18.

ii) Emirates Technologies Private Limited (ETPL), whose 80% equity was acquired by the company in September 2015 has its operations in National Capital Region (Delhi NCR). The main objective for the acquisition was to diversify investments and operations of the company. ETPL achieved revenue of Rs.33.31 Cr in the FY 17-18. The main objects of ETPL are in the business of Facility Management Services or related services.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes occurred in between the financial year ended on 31st March, 2018 and date of the report of the Company which affects the financial position of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

During the period under review, no significant or material order has been passed by any regulators or court or tribunals impacting the going concern status and company operations in future during the period.

BOARD OF DIRECTORS

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, Mr. Prakash Patro, Chief Financial Officer of the company resigned on 30th August, 2017.

Mr. Rahul Tiwari, Company Secretary of the company also resigned dated 30th August’ 2017 and the board approved the matter citing the effective date of the resignation shall be 30th September’2017.

Ms. Juhi Garg has been appointed as the Company Secretary of the company with effect from 3RD October’ 2017.

RETIREMENT BY ROTATION

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

DECLARATION BY INDEPENDENT DIRECTOR(S) FOR THE FINANCIAL YEAR 2017-18

The definition of “Independence” of Independent Directors has been derived from Section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received, Mr. Vikas Nanda & Doctor M. A. Zahir are already holding the position of Independent Director of the company as per Section 149(6) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013: -

The Company has received declarations from Mr. Vikas Nanda, (DIN: 00106264), Dr. M.A. Zahir (00002973) and Mr. Shavinder Singh Khosla (DIN: 02942033)Independent Directors in accordance with Section 149 of the Companies Act, 2013, for the financial year 2018-19, that they meet the criteria of independence as laid out in Sub-Section (6) of Section 149 of the Companies Act, 2013.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Four (04) meetings of the Board of Directors of the Company were held in the financial year 2017-18. The details of the Board Meeting are mentioned in the Corporate Governance report (Annexure VIII)as under. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF BOARD

i. Nomination & Remuneration Committee:

Nomination & Remuneration Committee constituted under the provisions of Companies Act’ 2013 consist of below mentioned members:

- Mr. Vikas Nanda

- Dr. M.A. Zahir

- Mr. Shavinder Singh Khosla BOARD EVALUATION

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

One separate meeting of Independent Directors was held during the year to review the performance of NonIndependent Directors, performance of the Board as a whole and performance of the Chair-person of the Company. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report

ii. Audit Committee:

Audit Committee constituted under the provisions of Section 177 of the Companies Act, 2013 consist of below mentioned members:

- Mr. Vikas Nanda

- Dr. M.A Zahir

- Mr. S.S. Khosla

During the period under review, four (04) meetings of Audit Committee were held in the year, the details of which are mentioned in the Corporate Governance Rpeort and there was no such recommendation of Audit committee which was not accepted by the board. Hence, disclosure of the same is not required in this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS COVERED UNDER SECTION 188(1)

All related party transactions that were entered into during the financial year were on arm’s length basis and in the ordinary course of the business. There are no materially significant related party transactions 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. Thus, disclosure in form AOC -2 is not required. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013 and the regulations made under SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015. This Policy was considered and approved by the Board and has been uploaded on the website of the Company i.e. www.majesticauto.in.

LISTING

The shares of your Company are listed at BSE Limited, and pursuant to Regulation 14 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015, the Annual Listing fees for the year 2018- 19 have been paid to them well before the due date i.e. April 30, 2018. The Company has also paid the annual custodian fees for the year 2018-19 in respect of Shares held in dematerialized mode to NSDL & CDSL.

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

Due to discontinued manufacturing operations, the detailed information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) Companies (Accounts) Rules, 2014 is not applicable for our company.

Foreign Exchange Earnings & Outgo -

ENVIRONMENTAL & QUALITY MANAGEMENT

During the time frame of manufacturing operations, the company has implemented the Environment Management System (EMS) ISO- 14001:2004 and pursue its endeavor to operate in harmony with the nature, conservation of natural resources and reduction in Global warming. The Company continues to maintain the ISO/TS:16949(2009) Quality Management Systems to ensure effectiveness of all functions.

INSURANCE

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

RATINGS FOR BORROWINGS

During the year ICRA, the rating agency has withdrawn the [ICRA]BBB Negative/[ICRA]A3 assigned to bank lines of Majestic Auto Limited as the company was not falling into the requirement of getting the borrowings rated.

DIRECTOR’S RESPONSIBILITY STATEMENTS

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i. In the preparation of the annual accounts, the applicable Indian accounting standards (abbreviated Ind-AS) have been followed from 1st April 2017 as prescribed under Section 133 of Companies Act, 2013, as notified under the Companies (Indian Accounting Standard) Rules, 2015, in a simple and concise manner.

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

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

Iv. The directors have prepared the annual accounts on a going concern basis.

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

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

INTERNAL FINANCIAL CONTROL SYSTEMS

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

STATUTORY AUDITORS

The Board of Directors has, based on the recommendation of the Audit Committee, at its meeting held on August 10, 2018, proposed the appointment of M/S SAR & Associates (Firm Registration No. 122400W) as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of ensuing AGM to the conclusion of 50th AGM to be held in the year 2023 (subject to the ratification of their appointment at every AGM, if so required under the Act).

In this regard, the Company has received a certificate from the auditors to the effect that their appointment is in accordance with the provisions of Section 141 of the Companies Act, 2013. The auditors’ report on the accounts of the Company for the year under review requires no comments.

SECRETARIAL AUDIT

M/s Ashok K Singla and Associates, Practicing Company Secretaries, Ludhiana, were appointed to conduct the Secretarial Audit of the Company for the financial year 2017-18 under Section 204 of the Indian Companies Act, 2013 and Rules made thereunder. The Secretarial Audit Report for Financial Year 2017-18 is appended as an Annexure I to the Board’s report. The Secretarial auditors’ report for the year under review requires no comments.

COST AUDIT

The Board of Directors of the Company on the recommendation of the Audit Committee approved the appointment and remuneration of M/s. Manoj and Associates, Practicing Cost Accountants to conduct the audit of the cost records of the Company (as per Notification No. G.S.R.425[E] dated 30th June2014 issued by the Ministry of Corporate Affairs across various segments) for the financial year ended March 31, 2018.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, the extract of the Annual Return as provided under Section 92 (3) of the Companies Act, 2013 in Form No. MGT - 9 is attached at Annexure II.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their Remuneration. The said policy has been uploaded on the website www.majesticauto.inof the Company. The Key provisions of Nomination and Remuneration policy are appended as an Annexure III to the Board’s report.

PARTICULARS OF EMPLOYEES

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A report in the form of Management Discussion and Analysis pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as a part of this report is annexed hereto as Annexure V.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted the Corporate Social Responsibility (CSR) Committee, which has been entrusted with the responsibility of formulating and recommending CSR policy indicating the activities to be undertaken by the Company, monitoring and implementation of the framework of CSR policy and recommending the amount to be spent on CSR activities.

During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statements of the Company.

Annual Report on Corporate Social Responsibility [CSR] activities is appended as an Annexure VI.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Schedule V of the Companies Act, 2013, adequate steps have been taken to ensure that all the provisions relating to Corporate Governance are duly complied with. A report on Corporate Governance alongwith the Auditors’ Certificate as a part of this report is annexed hereto as Annexure VII.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013 and Accounting Standard - 21 on Consolidated Financial Statements read with Accounting Standard - 23 on Accounting for Investments in Associates and Accounting Standard - 27 on Financial Reporting of Interests in Joint Venture in Consolidated Financial Statements, your Directors have the pleasure in attaching the Consolidated Financial Statements which forms a part of the Annual Report.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder either to the Company or to the Central Government.

RISK MANAGEMENT AND INTERNAL ADEQUACY

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

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

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

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

ACKNOWLEDGMENTS

The Board of Directors of the Company would like to express their sincere appreciation for the assistance and cooperation received from the Government authorities, workers, and executives for their contribution to the operations of the Company.

The Directors also place on record their sincere thanks to the shareholders for their support, co-operation and confidence in the management of the Company.

The Company has complied with all the mandatory requirements specified in Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards.

For Majestic Auto Limited

Sd/-

Mahesh Munjal

Chairman

DIN No: 00002990

House No: 10,

Southern Avenue, First Floor,

Date: 10th August’ 2018 Maharani Bagh,

Place: Noida New Delhi,-110065