Directors Report of Majestic Auto Ltd.

Mar 31, 2025

Your Directors are pleased to present the 52^nd Annual Report of the Company along with the Company''s Audited Financial Statements for the
Financial Year ended March 31, 2025.

1. FINANCIAL RESULTS

A brief summary of the audited financials of the Company for the Financial Year ended March 31, 2025 is given below:

Particulars	Standalone Performance		Consolidated Performance
	Year ended		Year ended
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from operations	2443.67	4823.4	6431.43	8341.82
Profit before Finance Cost and Depreciation Expenses	555.87	5643.02	4081.34	8817.63
Finance Costs	228.16	243.65	1454.76	1430.27
Depreciation and Amortization Expenses	336.85	237.74	937.34	873.64
Profit from ordinary activities before share of Profit/(Loss) of Associates	(9.14)	5161.63	1689.24	6513.72
Profit before tax	-9.14	5161.63	1689.24	6513.72
Tax Expense	327.03	2836.46	809.87	3204.05
Profit for the year from continuing operations after tax	-336.17	2325.17	879.37	3309.67
Profit/(Loss) from discontinuing operations after tax	0	0	0	0
Profit for the year	-336.17	2325.17	879.37	3309.67
Attributable to:
-Equity Shareholders of the Company	-	-	680.59	3201.07
-Non-controlling interests	-	-	198.78	108.6
Other Comprehensive Income	-621.23	18187	-622.59	18187.37
Total Comprehensive Income	-957.4	20512.17	256.78	21497.04
Balance in Retained Earnings at the beginning of the year	54391.75	19781.06	56754.38	21267.42
Profit for the year (attributable to equity shareholders of the company)	-336.17	2325.17	680.59	3201.07
Re-measurement of defined Employee benefit plans	0.29	0.71	-1.07	1.08
Dividends including tax on dividend	-519.87	-1559.62	-519.87	-1559.62
Transfer on disposal of equity investments	0	33844.43	0	33844.43
Acquisition of non-controlling interests	0	0	0	0
Transferred to General Reserve	0	0	0	0
Balance in Retained Earnings at the end of the year	53536	54391.75	56914.03	56754.38

During the Financial Year 2024-25, the revenue from operations
was Rs. 2443.67 Lakhs as compared to Rs. 4823.40 Lakhs in the
previous Financial Year 2023-24.

Profit before Tax (PBT) for the Financial Year 2024-25 stood at a
loss of Rs. 9.14 Lakhs, compared to a profit of Rs. 5,161.63 Lakhs
in the previous Financial Year 2023-24.

The Company reported a total comprehensive loss of Rs. 957.40
Lakhs for the Financial Year 2024-25, as against a total
comprehensive income of Rs. 20,512.17 Lakhs in the previous
Financial Year 2023-24.

2. DIVIDEND

Your Directors recommended and paid interim dividend of Rs. 5/
- per share for the Financial Year 2024-25 in the board meeting
held on February 04, 2025 after considering distributable profits
and the opportunities available for strengthening and growth of
its business.

The Board of Directors has proposed a Final Dividend to the
shareholders of the Company for FY 2024-25 at the rate of Rs. 5/
- per share. The said Final Dividend is subject to approval at the
ensuing Annual General Meeting to be held in the Calendar Year
2025.

3. TRANSFER TO GENERAL RESERVE

During the Financial Year 2024-25, the Company has not
transferred any amount to the general reserve.

4. CAPACITY UTILISATION & PLANT OPERATIONS

The company operates in facility management services, leasing
of owned property, purchase, acquire, build & construct any
property etc. The Commercial Office space business saw robust
growth last year, and so did the consequent facility management
business.

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

5. CHANGES IN SHARE CAPITAL

The Company has neither come up with any Right Issue/
Preferential Issue, nor issued any Sweat Equity Shares and not
provided any Stock Option Scheme to the employees during the
Financial Year 2024-25.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
HOLDING COMPANY

The Holding Company, Anadi Investments Private Limited is
holding 77,57,687/- equity shares in the company of Rs. 10/- each
equivalent to 74.61% of the paid-up capital of the company as
on March 31, 2025.

SUBSIDIARY COMPANIES

The Company has following Subsidiaries:

i) Majestic IT Services Limited (MITSL) (wholly owned
subsidiary), engaged in the business of Facility Management
Services. The Subsidiary Company managed to achieve
revenue from operations of Rs. 396 Lakhs in FY 2024-25.

ii) Emirates Technologies Private Limited (ETPL), whose 80%
equity was acquired by the company in September 2015
has its operations in National Capital Region (Delhi NCR).
The main objective for the acquisition was to diversify
investments and operations of the company. The main
objects of ETPL are in the business of Office space leasing
and related services. The Subsidiary Company managed to

achieve revenue from operations of Rs. 3,987.76 Lakhs in
FY 2024-25.

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

MATERIAL SUBSIDIARIES

The Board of Directors of your company has approved a policy
for determining material subsidiaries. At present, your company
has one material subsidiary named Emirates Technologies Private
Limited as per regulation 16(1)(c) of SEBI (Listing Obligations and
disclosure requirements) Regulations, 2015 ("SEBI LODR 2015").
The policy on Material Subsidiary can be viewed on company''s
website http://maiesticauto.in/pdf/policy-determining-
material-subsidiary.pdf

7. MATERIAL CHANGES & COMMITMENTS

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

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS

No significant and material orders have been passed during the
Financial Year 2024-25 by the regulators or courts or tribunals
affecting the going concern status and Company''s operations in
the future.

9. BOARD AND KEY MANAGERIAL PERSONNEL (KMP)

Following changes took place in the composition of the Board and Key Managerial Personnel during the Financial Year 2024-25.

S. No.	Name of Director / KMP	Position	Nature of Change	Effective Date
1	Mr. Prateek Garg	Independent Director	Cessation (Term expiry)	April 17, 2024
2	Mr. Rajpal Singh Negi	Chief Financial Officer	Resignation	May 22, 2024
3	Mr. Ajay Kumar	Chief Financial Officer	Appointment	August 8, 2024
4	Mr. Anil Kumar Sharma	Independent Director	Re-appointment	August 12, 2024
5	Mr. Aayush Munjal	Joint Managing Director	Re-appointment	October 12, 2024
6	Mr. Mahesh Munjal	Managing Director	Re-appointment	October 29, 2024

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

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

The definition of "Independence" of Independent Directors has
been derived from Section 149(6) of the Companies Act, 2013.
Based on the confirmation/disclosures received, Mr. Anil Kumar
Sharma, Dr. Rajesh Kumar Yaduvanshi & Dr. Tripurari Pandey were
already holding the position of Independent Directors of the
company as per Section 149(6) of the Companies Act, 2013 and
other applicable provisions of the Companies Act, 2013 as on
March 31, 2025. In the opinion of the Board of Directors, all the
3 Independent Directors are people of integrity, expertise and
experience (including proficiency).

The Company had received declarations from all the Independent
Directors in accordance with Section 149 of the Companies Act,
2013 for the financial year 2024-25 that they meet the criteria
of independence as laid out in Sub-Section (6) of Section 149 of
the Act read with Regulation 16(1)(b) of SEBI LODR 2015. Further,
the Independent Directors have complied with the Code for
Independent Directors prescribed in Schedule IV to the Act and
the Independent directors, as per the provisions of Regulation
16(1)(b) of the Listing Regulations, also confirm that they are
not aware of any circumstance or situation, which exist or may
be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent
judgment and without any external influence and that they are
independent of the management.

Retirement by rotation

In accordance with the provisions of Section 152 of the
Companies Act 2013 and the Articles of Association of the
Company, Ms. Ayushi Jain, Non-executive Director of the

Company retires by rotation at the ensuing Annual General
Meeting and being eligible has offered herself for reappointment.

Particulars of senior management including the changes therein
since the close of the previous financial year:

S. No.	Name	Designation	Remarks
1	Rajpal Singh	Chief Financial	Resignation w.e.f.
	Negi	Officer	May 22, 2024
2	Mr. Ajay Kumar	Chief Financial Officer	Appointment w.e.f. August 8, 2024 at remuneration of Rs. 70,000/- per month

10. BOARD MEETINGS

During the Financial Year 2024-25, Five (5) Board Meetings were
held and details of Board and Committee meetings attended by
each Director are disclosed in the Corporate Governance Report
annexed as part of Annual Report (Annexure F).

11. COMMITTEES OF BOARD

i. Nomination & Remuneration Committee:

The Board has duly constituted the Nomination &
Remuneration Committee.

Nomination & Remuneration Committee constituted under
the provision of section 178 of Companies Act'' 2013 consist
of below mentioned members as on March 31, 2025:

Mr. Anil Kumar Sharma	Chairman
Dr. Rajesh Kumar Yaduvanshi	Member
Ms. Ayushi Jain	Member

The details of the Committee meetings and members who
have attended the meetings are disclosed in the Corporate
Governance Report annexed as part of the Annual Report.

Remuneration Policy

The Board has adopted a policy for the selection and
appointment of Directors, Key Managerial Personnel, Senior
Management and their Remuneration.

The Nomination & Remuneration Policy of the Company
consists of the criteria for the appointment of Board
members, Key Managerial Personnel and Senior Management
of the Company and performance evaluation. Some of the
indicators for appointment of Directors, Key Managerial
Personnel and Senior Management includes criteria for
determining qualifications (educational, expertise etc.) and
remuneration, positive attributes (personal qualities &
characteristics, reputation etc.) with the object of attracting,
retaining and motivating talent which is required to run the
Company successfully. The same is available on the website
of the Company at https://www.majesticauto.in/pdf/
Nomination%20&%20Remuneration%20Policy.pdf

ii. Audit Committee:

The Board has duly constituted the Audit Committee.

Audit Committee constituted under the provisions of
Section 177 of the Companies Act, 2013 consist of below
mentioned members as on March 31, 2025:

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

The details of the Committee meetings and members who
have attended the meetings are disclosed in the Corporate
Governance Report annexed as part of Annual Report.

Further, there was no recommendation of Audit committee
which was not accepted by the board. Hence, disclosure of
the same is not required in this report.

iii. Corporate Social Responsibility:

The Board has duly constituted the Corporate Social
Responsibility Committee.

Corporate Social Responsibility Committee constituted
under the provisions of Section 135 of the Companies Act,
2013 consist of below mentioned members as on March
31, 2025:

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

The Annual Report on Corporate Social Responsibility
Activities set out in Annexure A of the Board''s Report.

The details of the Committee meetings and members who
have attended the meetings are disclosed in the Corporate
Governance Report annexed as part of Annual Report.

The Corporate Social Responsibility (CSR) Committee 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.

iv. Stakeholder Relationship Committee:

The Board has duly constituted the Stakeholder Relationship
Committee.

The Stakeholder Relationship Committee consists of below
mentioned members as on March 31, 2025:

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

The details of the Committee meetings and members who
have attended the meetings are disclosed in the Corporate
Governance Report annexed as part of the Annual Report.

v. Vigil Mechanism Committee:

The Board has duly constituted the Vigil Mechanism
Committee November 9, 2020 (Whistle Blower) to deal with
concerns/complaints of directors and associates, if any.

The Vigil Mechanism Committee consists of below
mentioned members as on March 31, 2025:

Mr. Anil Kumar Sharma	Chairman
Mr. Mahesh Munjal	Member

The details of the Committee meetings and members who
have attended the meetings are disclosed in the Corporate
Governance Report annexed as part of Annual Report.

The details of constitution of committees are also provided
in the Corporate Governance Report is available at the
Investors Relations section on the Company''s website at
www.majesticauto.in.

12. 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, the
performance of the Board and individual Directors was evaluated
by the Board seeking relevant inputs from all the Directors.

One separate meeting of Independent Directors was held during
the year on February 04, 2025, to review the performance of
Non - Independent Directors, performance of the Board as a
whole and performance of the Chairperson of the Company. The
way the evaluation has been carried out has been explained in
the Corporate Governance Report.

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

The Company has not granted any loans, guarantees within the
meaning of Section 186 of the Act during the Financial Year 2024¬
25.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All related party transactions that were entered into during the
financial year were on arm''s length basis and in the ordinary
course of the business. There are no materially significant related
party transactions, in terms of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, made by the
company with Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with
interest of the company at large. The particulars of contracts or
arrangements with related parties referred to in Section 188 (1)
of the Act read with Rule 8 (2) of the Companies (Accounts) Rules,
2014 in the prescribed Form AOC - 2 is annexed as Annexure B
to this Report.

15. 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 2025-26 have been paid. The Company has paid
the annual custodian fees for the year 2025-26 in respect of
shares held in dematerialized mode to NSDL & CDSL.

16. DEPOSITS

The Company has neither accepted nor renewed any deposits in
terms of Chapter V of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014 during the Financial Year
2024-25.

17. INSURANCE

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

18. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013 ("the Act"),
the Directors make the following statements that:

(i) In the preparation of the annual accounts, the applicable
Indian accounting standards (abbreviated Ind-AS) have been

followed for the year as prescribed under Section 133 of
Companies Act, 2013, as notified under the Companies
(Indian Accounting Standard) Rules, 2015, in a simple and
concise manner.

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

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

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

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

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

19. FUTURE OUTLOOK

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

20. INTERNAL FINANCIAL CONTROLS

The Corporate Governance Policy guides the conduct of the
affairs of your Company and clearly delineates the roles and
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.

21. AUDITORS

(i) Statutory Auditors and their Report

M/s Hari S & Associates, Chartered Accountants (FRN:
007709N) were appointed in 2023 as the Statutory Auditors
of the Company for a period of 5 years, to hold office from
the conclusion of 50^th AGM to the conclusion of 55^th AGM
of the company to be held in Calendar Year 2028. They have
audited the Financial Statements of the company for the
Financial Year 2024-25.

There are no qualifications, reservations or adverse remarks
and disclaimers made by the Statutory Auditors, in their
Audit Report for the Financial Year 2024-25. Further, there
were no frauds reported by the Statutory Auditors to the
audit committee or the board under Section 143(12) of the
Act for the Financial Year 2024-25.

(ii) Secretarial Auditors and their Report

The Secretarial Audit Report issued for FY 2024-25 is
annexed herewith as Annexure C to this Report duly certified
by M/s VLA & Associates, Practicing Company Secretaries
(UCN- 12007DE587900), as Secretarial Auditor of the
Company.

The Secretarial Audit Reports of Emirates Technologies
Private Limited and Majestic IT Services Limited,
Subsidiaries, for Financial Year 2024-25 both issued by M/s
Neeta A & Associates, Practicing Company Secretaries are
also attached as Annexure C1 & Annexure C2 respectively.

Additionally, pursuant to provisions of Regulation 24A of
the Securities and exchange Board of India (Listing
obligations and disclosure requirements) Regulation, 2015,
Annexure 2, 3 of SEBI Circular- SEBI/HO/CFD/CFD-PoD-2/
CIR/P/2024/185 dated December 31, 2024 and Section 204
of the Companies Act, 2013 read with Rule 9 of Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Company has appointed M/s. Neeta A &
Associates, Practicing Company Secretaries (UCN-
S2022DE852100) as Secretarial Auditor of the Company
subject to shareholders'' approvals, to conduct the
secretarial audit of the Company for a period of 5 years from
FY 2025-26 to FY 2029-30.

Further, the secretarial auditor has confirmed her eligibility
and qualification required under the Act for holding the
office, as Secretarial Auditors of the Company.

(iii) Internal Auditor

In terms of section 138 of the Companies Act, 2013, the
Company has re-appointed S. Tandon & Associates,
Chartered Accountants as the Internal Auditors of the
Company on February 04, 2025 for the FY 2025-26.

The management has duly considered the Quarterly Internal
Audit Reports issued by them & placed the same periodically
before the Audit Committee & the Board for Financial Year
2024-25. The suggestions/observations of the Internal
Auditor have been replied and corrective steps have been
taken wherever possible.

(iv) Cost Auditor

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

22. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act read
with rules made thereunder, the Annual Return of the Company
for the Financial Year ended on March 31, 2025 is available on
the Company''s website at www.majesticauto.in.

23. PARTICULARS OF EMPLOYEES (SECTION 197 OF THE COMPANIES
ACT, 2013 READ WITH THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014)

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

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a
detailed Management Discussion & Analysis Report forming part
of the Annual Report is annexed as Annexure E to this Report.

25. CORPORATE GOVERNANCE

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

A report on Corporate Governance along with the Auditors''
Certificate as a part of this report is annexed hereto as Annexure
F.

26. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of the Act and the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended (''SEBI
Listing Regulations''), the Consolidated Financial Statements of
the Company were prepared in accordance with the applicable
Ind AS and form part of the Annual Report www.majesticauto.in.
The financial statements have been consolidated with its 2
subsidiaries only i.e. Emirates Technologies Private Limited and
Majestic IT Services Limited.

Pursuant to the provisions of Section 136 of the Act, Audited
Financial Statements of the Company, including Consolidated
Financial Statements, other documents required to be attached
thereto and Audited Financial Statements of each of the
subsidiaries, are available on the website of the Company and
may be accessed at www.majesticauto.in.

27. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company has adequate risk management process to identify
and notify the Board of Directors about the risks or opportunities
that could have an adverse impact on the Company''s operations
or could be exploited to maximize the gains. The processes and
procedures are in place to act in a time bound manner to manage
the risks or opportunities, and the same will be improved further
as suggested by the Audit Committee during the year.

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

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

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

29. HUMAN RESOURCES
Industrial Relations

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

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

The particulars related to the conservation of energy, technology
absorption and foreign exchange earnings and outgo as required

under Section 134 of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is annexed as Annexure G to this Report.

31. OTHER INFORMATION

(i) Change in Nature of business, if any

There is no change in the nature of business of the Company
during the FY 2024-25.

(ii) Proceeding under Insolvency and Bankruptcy Code, 2016

The Company has not made any application or any
proceeding pending under the Insolvency and Bankruptcy
Code, 2016 ("IBC Code") during the Financial Year and does
not have any proceedings related to IBC Code. The Company
has not made any onetime settlement during the Financial
Year 2024-25 with Banks or Financial Institution.

(iii) Details of Difference between Amount of the Valuation
Done at the Time of One Time Settlement and the
Valuation Done While Taking Loan from the Banks or
Financial Institutions

The Company has not done any one-time settlement with
the Banks or Financial Institutions during the financial year
2024-25.

(iv) Compliance with Secretarial Standards

The Company has complied with the provisions of
Secretarial Standard - 1 (Secretarial Standard on meetings
of Board of Directors) and Secretarial Standard - 2

(Secretarial Standard on General Meetings) issued by the
Institute of Company Secretaries of India.

32. ACKNOWLEDGEMENT

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

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

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

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

On behalf of the Board of Directors
Majestic Auto Limited

Mahesh Munjal

Date: May 26, 2025 (Chairman & Managing Director)

Place: Delhi (DIN: 00002990)

---

Mar 31, 2018

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

Particulars	Standalone		Consolidated
	Year ended		Year ended
	March 31 2018	March 31, 2017	March 31 2018	March 31, 2017
Revenue from operations	896.64	605.50	5577.24	5660.26
Profit before Finance Cost and Depreciation Expenses	1029.37	983.12	4202.95	4418.95
Finance Costs	583.60	689.30	2297.12	2692.58
Depreciation and Amortisation Expenses	249.04	241.96	819.34	832.15
Profit from ordinary activities before share of Profit/(Loss) of Associates	196.73	51.86	1086.49	894.22
Profit before tax	196.73	51.86	1086.49	894.22
Tax Expense	(152.11)	(283.29)	49.13	(140.70)
Profit for the year from continuing operations after tax	348.84	335.15	1037.36	1034.92
Profit/(Loss) from discontinuing operations after tax	(1302.07)	(2065.93)	(1302.06)	(2065.93)
Profit for the year	(953.23)	(1730.78)	(264.70)	(1031.01)
Attributable to:
-Equity Shareholders of the Company	(953.23)	(1730.78)	(359.73)	(1118.56)
-Non-controlling interests	N.A	N.A	95.03	87.55
Other Comprehensive Income	3086.57	2403.34	3087.52	2403.46
Total Comprehensive Income	2133.34	672.56	2822.82	1372.45
Balance in Retained Earnings at the beginning of the year	14188.56	15252.73	13890.07	14341.90
Profit for the year (attributable to equity shareholders of the company)	(953.23)	(1730.78)	(359.73)	(1118.56)
Remeasurement of defined Employee benefit plans)	68.67	143.15	69.62	143.27
Dividends including tax on dividend	Nil	Nil	Nil	Nil
Acquisition of non-controlling interests	NA	NA	Nil	Nil
Transferred to General Reserve	2113.71	523.46	2113.71	523.46
Balance in Retained Earnings at the end of the year	15417.71	14188.56	15713.67	13890.07

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

---

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting to you the 43rd Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2016.

FINANCIAL RESULTS - STANDALONE & CONSOLIDATED :

(Rupees in Lacs)

	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	31.03.2016	31.03.2015	31.03.2016	31.03.2015
Operational Income (Gross)	12,363	11,174	13,758	11,403
Profit before Depreciation and Financial cost	3,792	3,986	5,074	3,797
Less: Financial Cost	1,612	1,042	2,442	1,042
Depreciation	1,740	1,771	1,978	1,847
Net Profit before Tax	440	1,173	653	908
Less: Tax Expenses	(489)	(1,464)	(434)	(1,464)
Profit After Tax	930	2,637	1,088	2,372
Add : Balance Brought Forward	14,313	11,676	14,811	10,752
Profit Available for Appropriations	15,243	14,313	15,899	13,124
Basic and Diluted Earnings Per Share (Rs.)	8.94	25.36	10.46	22.81

OPERATIONS (STANDALONE)

During the year under report, your Company has registered an increase in turnover by 11% over the last financial year. It''s two product category, fine blanking components and Electricals, both contributed equally to the growth amounting to Rs.1,954 Lakhs and Rs.9,827 lacs respectively.

The management has increased its customer base and diversified the product range enabling to maintain the growth in this competitive market. With the current product and customer development in place, management is confident that Company shall further grow and improve its productivity while continuing to de-risk it''s business through diversification.

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 do not propose to carry any amount to any reserves.

CAPACITY UTILIZATION & PLANT OPERATIONS

All the Manufacturing Plants of the Company are running well and continue to operate at a satisfactory level of efficiency.

NO CHANGE IN SHARE CAPITAL

The paid up equity capital as on March 31, 2016 stands at Rs. 103,982,280/- consisting of 10,397,478 Equity Shares of Rs.10/- each with no change as compared to previous year.

QUALITY

Your Company is focusing 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.

FINANCE

Your Company was able to raise the short-term/long term funds needed for its working capital related requirements & term loans for new capital expenditure/investments at competitive rates. Your Company continues to maintain good credit ratings for both long and short tenure borrowings through its impeccable debt-servicing track record, this helps immensely retain excellent relationship and in turn support with all of its bankers.

POLICY RELATING TO ANTI SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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 the conduct themselves as prescribed in this policy. During the year under review no complaint was reported to the Board.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year of the Company and the date of signing of this report.

BOARD OF DIRECTORS

At the ensuing Annual General Meeting (AGM), Ms. Aashima Munjal Director retires by rotation and being eligible, offers herself for appointment. The notice convening the ensuing AGM includes the proposal for her re-appointment as director. During the period under review Sh. Aayush Munjal, has appointed as Director of the Company on 14.08.2015.

Sh. Mahesh Munjal has been re-appointed as the Managing Director of the Company on 29.10.2015. Further Ms. Aashima Munjal has been appointed as Whole Time Director designate as Joint Managing Director of the Company subject to the approval of the shareholders in the forthcoming Annual General Meeting of the Company.

All the independent directors have affirmed that they satisfy the criteria laid down under section 149 of the Companies Act, 2013 and Regulation 17of SEBI Listing Obligation.

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. The Nomination and Remuneration committee (NRC) reviewed the performance of the individual Directors. One separate meeting of Independent Directors was held to review the performance of Non- Independent 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.

MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

During the year under review, the following whole time employees are the Key Managerial Personnel (KMP) of the Company:

1. Sh. Mahesh Munjal, Managing Director

2. Sh. Prakash Patro, Chief Financial Officer

3. Sh. Rajesh Saini, Company Secretary (Resigned on 23.04.2016)

4. Sh. Rahul Tiwari, Company Secretary (Appointed on 13.05.2016)

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

DIRECTORS'' RESPONSIBILITY STATEMENT

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 accounting standards have been followed.

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.

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.

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

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

v) 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.

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 2016.

SUBSIDIARY/JOINT VENTURE AND ASSOCIATES COMPANY (IES)

The Company has following Subsidiaries:

i) Majestic IT Services Limited (MITSL), engaged in the business of information and technology related services has diversified in the Facility Management Services. During the year, the Management of the company got lucrative opportunity to foray into Facility Management services and changed its main activities accordingly. Post this change, the Company managed to achieve a revenue of Rs.15.94 crores in last 2 quarters of the FY 15-16.

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.31.81 crores in the FY 15-16. The main objects of ETPL are the business of information technology related/enabled activities/services.

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 form a part of the Annual Report.

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 2016- 17 have been paid to them well before the due date i.e. April 30, 2015. The Company has also paid the annual custodian fees for the year 2016-17 in respect of Shares held in dematerialized mode to NSDL & CDSL.

FIXED DEPOSITS

PARTICULARS		AMOUNT
(a)	Accepted during the year	Nil
(b)	remained unpaid or unclaimed as at the end of the year;	Nil
(c)	whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved
	(i) at the beginning of the year	NA
	(ii) maximum during the year	NA
	(iii) at the end of the year;	NA
(d)	The details of deposits which are not in compliance with the
	requirements of Chapter V of the Companies Act, 2013.	NA

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s length basis and were 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, the regulations made under and the SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015. This Policy was considered and approved by the Board has been uploaded on the website of the Company i.e. www.majesticauto.in.

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

The detailed information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 Companies (Accounts) Rules, 2014 is annexed hereto as Annexure-I and forms an integral part of this report.

ENVIRONMENTAL & QUALITY MANAGEMENT

With implementation of the Environment Management System (EMS) ISO- 14001:2004, the Company continues to 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 BORROWING

ICRA, the rating agency has reaffirmed BBB with stable outlook for the long term bank facilities and A2 the short term bank facilities. AUDITORS'' REPORT/ SECRETARIAL AUDIT REPORT

The observation made in the Auditors'' Report/Secretarial Audit Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

AUDITORS

At the Annual General Meeting held on 29th September, 2014 M/s B.D. Bansal and Co., Amritsar were appointed as statutory auditors of the Company to hold office till the conclusion of the 44th Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013 the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s B.D. Bansal and Co., Amritsar as statutory auditors of the Company, is placed for ratification by the shareholders. 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 Associate, Practicing Company Secretaries, Ludhiana, were appointed to conduct the Secretarial Audit of the Company for the financial year 2015-16 under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit Report for Financial Year 2015-16 is appended as an Annexure II to the Board''s report. The Secretarial auditors'' report for the year under review requires no comments.

COST AUDITORS

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, 2016.

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 there under either to the Company or to the Central Government.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013, an extract of the annual return in the prescribed format is appended as an Annexure III to the Board''s report.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has been addressing various risks through well-defined risk management policy/procedures, which are in the opinion of the Board may threaten the existence of the Company.

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.

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

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations

AUDIT COMMITTEE RECOMMENDATION

During the year there was no such recommendation of the Audit Committee which was not accepted by the Board. Hence, disclosure of the same is not required in this Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted the Whistle Blower Policy/Vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s Code of Conduct and Ethics. Such mechanism/policy is also uploaded on the website of the Company i.e. www.majesticauto.in.

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 of the Company. The Key provisions of Nomination and Remuneration policy are appended as an Annexure IV 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 V and forms an integral part of this report.

MANAGEMENT DISCUSSION AND 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 VI.

PERSONNEL

As on March 31, 2016, the total number of employees on the records of the Company was 601. The Company conducts several training programmes to upgrade the skills of its workforce. These programmes have a strong practical approach, and the objective is to derive tangible improvements. Industrial relations were cordial throughout the year. Your Directors place on record their appreciation for the dedicated and sincere efforts put in by all employees in the performance of the Company.

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. Annual Report on Corporate Social Responsibility [CSR] activities is appended as an Annexure VII 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 along with the Auditors'' Certificate on its compliance as a part of this report is annexed hereto as Annexure VIII

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude, the co-operation and assistance given by the Central Government, State Governments, Banks, Dealers, Customers, Vendors and Investors during the year under review.

For and on Behalf of the Board of Directors

Place : Ludhiana (Mahesh Munjal)

Date : 08.08.2016 Chairman & Managing Director

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting to you the 41st Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2014.

FINANCIAL RESULTS: (Rupees in Lacs)

Year ended Year ended 31.03.2014 31.03.2013

Operational Income (Gross) 10462 15343

Profit before Depreciation and Financial cost 7719 1643

Less : Financial Cost 1481 1261

Depreciation 1503 1472

Net Profit Before Tax 4735 (1090)

Less : Tax Expenses (1246) (505)

Profit After Tax 5981 (585)

Add : Balance Brought Forward 5695 6280

Profit Available for Appropriations 11676 5695

Basic and Diluted Earnings Per Share (Rs.) 57.52 (5.63)

OPERATIONS

During the year under report, your Company has registered turnover of Rs.10,462 lacs as compared to Rs.15,343 lacs in the previous financial year. The Company earned a net profit of Rs.5981 lacs as compared to a net loss of Rs.585 lacs in the previous financial year.

The depreciation has increased from Rs.1,472 lacs to Rs.1,503 lacs and Employee Benefit Expenses also increased from Rs.2,141 Lacs to Rs.2,307 Lacs due to skilled and unskilled labour cost for starts of commercial production at Greater Noida. During the current financial year, the sale of Mufflers of the Company decreased by 85% due to lesser demand from the Customers. The company is hopeful of receiving rich dividends from the present capital outlay in the forthcoming years.

The management is confident that with its visionary approach and meticulous planning, the company will be moving the way ahead in this competitive market.

DIVIDEND

To sustain internal accruals for the future growth of the Company, your directors are not recommending any dividend for the Accounting Year.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year of the Company and the date of signing of this report.

BOARD OF DIRECTORS

At the ensuing Annual General Meeting (AGM), Ms. Aashima Munjal retires by rotation and being eligible, offers herself for re- election. The notice convening the ensuing AGM includes the proposal for her re-appointment as director.

Sh. Harjeet Singh Arora, Sh. G.P. Sood, Dr. M.A. Zahir & Major S.S. Khosla, independent directors on the Board, hold the office of director liable to retire by rotation, as per the resolution passed by the shareholders under the provisions of Companies Act, 1956. In terms of section 149 of the Companies Act, 2013, the independent directors are not liable to retire by rotation and can hold office for a consecutive tenure of five years. The Board has decided to re-appoint all the independent directors at the ensuing AGM as independent directors for a period of five years. All the independent directors have affirmed that they satisfy the criteria laid down under section 149 of the Companies Act, 2013 and clause 49 of the listing agreement.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i) That in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed;

ii) That appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2014 and of the net profit earned by the Company for financial year ended March 31, 2014 ;

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the annual accounts for the year ended March 31, 2014 has been prepared on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report in the form of Management Discussion and Analysis pursuant to Clause 49 of the Listing Agreement, as a part of this report is annexed hereto as Annexure I.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with The Stock Exchange, 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 on its compliance as a part of this report is annexed hereto as Annexure II.

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 2014.

SUBSIDIARY COMPANY

The Company has one Wholly Owned Subsidiary namely Majestic IT Services Limited (MITSL), which is engaged in the business of providing a broad range of information and technology related services. MITSL has commenced its operations in the area of NCR Delhi.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provision of Section 212(8) of the Companies Act, 1956 the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement pursuant to Section 212 of the Companies Act, 1956 containing brief financial details of the Company''s subsidiary for the financial year ended March 31, 2014 is included in the Annual Report. The annual accounts of the subsidiary and the related detailed information will be made available to any member of the Company/its subsidiary seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiary at the registered office of the Company and at the registered office of the subsidiary company. The Company shall furnish a copy of details of annual accounts of subsidiary to any member on demand. The Consolidated Financial Statements consolidating the financials of the Company and MITSL duly audited by the Statutory Auditors of the Company are published in this Annual Report.

LISTING

The shares of your Company are listed at BSE Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2014-15 have been paid to them well before the due date i.e. April 30, 2014. The Company has also paid the annual custodian fees for the year 2014-15 in respect of Shares held in dematerialized mode to NSDL & CDSL.

FIXED DEPOSITS

Deposits outstanding as on March 31, 2014 amounted to Rs. Nil. All deposits that matured during the year were repaid.

PARTICULARS OF EMPLOYEES

None of the employees has received a salary of Rs.60.00 lac per annum or Rs. 5.00 lac per month or more during the financial year 2013-2014. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Amendment Rules, 2011.

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

The detailed information as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto as Annexure -III and forms an integral part of this report.

ENVIRONMENTAL & QUALITY MANAGEMENT

With implementation of the Environment Management System (EMS) ISO-14001:2004, the Company continues to 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.

AUDITORS

The Statutory Auditors M/s B.D. Bansal & Co., hold office until the conclusion of the ensuing Annual General Meeting (AGM).

M/s. B.D. Bansal & Co. has been the statutory auditors of the Company for the last several financial years. In terms of the transition provision of Section 139 of the Companies Act, 2013, it is proposed to appoint M/s. B.D. Bansal & Co as Statutory Auditors of the Company for a period of three years from the conclusion of the ensuing 41st AGM until the conclusion of the 44th AGM. Necessary resolution in this regard has been included in the notice convening the AGM.

M/s. B.D. Bansal & Co have confirmed that their appointment, if made, would be within the limits and that they do not suffer from any disqualifications under Section 141 of the Companies Act, 2013 and the rules made thereunder. M/s. B.D. Bansal & Co have also submitted the peer review certificate issued to them by The Institute of Chartered Accountants of India.

AUDITORS'' REPORT

As regards the Auditors'' Report, the respective notes to the accounts are self explanatory and therefore, do not call for any comments.

COST AUDITORS

The Cost Auditors'' Report for the financial year 2013-14 will be forwarded to the Central Government in pursuance of the provisions of the Companies Act, 1956.

AUDIT COMMITTEE RECOMMENDATION

During the year there was no such recommendation of the Audit Committee which was not accepted by the Board. Hence, disclosure of the same is not required in this Report.

PERSONNEL

As on March 31, 2014, the total number of employees on the records of the Company was 607. The Company conducts several training programmes to upgrade the skills of its workforce. These programmes have a strong practical approach, and the objective is to derive tangible improvements. Industrial relations were cordial throughout the year. Your Directors place on record their appreciation for the dedicated and sincere efforts put in by all employees in the performance of the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted the Corporate Social Responsibility (CSR) Committee on August 14, 2014 comprising Dr. M.A. Zahir as Chairman and Maj. S.S. Khosla and Mr. Mahesh Munjal as other members. The said Committee 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.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude, the co-operation and assistance given by the Central Government, State Governments, Banks, Dealers, Customers, Vendors and Investors during the year under review.

For and on Behalf of the Board of Directors

Place : Ludhiana (Mahesh Munjal) Date : 14.08.2014 Chairman & Managing Director

---

Mar 31, 2012

The Directors have pleasure in presenting to you the Thirty Ninth Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2012.

FINANCIAL RESULTS: (Rs. in Lacs)

Year ended Year ended 31.03.2012 31.03.2011

Operational Income (Gross) 18664 16532

Profit before Depreciation and Financial cost 4312 2456

Less : Financial Cost 1376 718

Depreciation 1270 926

Net Profit Before Tax 1666 812

Less : Provision for Taxation

- Deferred Tax (225) 97

: Provision for Wealth Tax 7 7

: Prior Years Tax Adjustments (31) (1)

Profit After Tax 1915 709

Add : Balance Brought Forward 4365 3656

Profit Available for Appropriations 6280 4365

APPROPRIATIONS

Balance carried to Balance Sheet 6280 4365

Basic and Diluted Earnings Per Share (Rs.) 18.42 6.82

OPERATIONS

During the year under report, your Company has registered turnover of Rs. 18664 lacs as compared to Rs. 16532 lacs in the previous financial year. The Company earned a net profit before tax of Rs.1666 lacs as compared to a net profit before tax of Rs. 812 lacs in the previous financial year. During the year the company has enhanced its existing capacity in the electrical & other segments and during the year the total capital outlay was Rs.1926 lacs. The Funds requirements are being met by way of term loans and internal accruals. Due to the substantial capital out lay financial expenses have increased from Rs.718 lacs in the previous year to Rs.1376 lacs in the current year and depreciation has also increased from Rs. 926 lacs to Rs. 1270 lacs. The company is hopeful of receiving rich dividends from the present capital outlay in the forthcoming years.

DIVIDEND

To sustain internal accruals for the future growth of the Company, your directors are not recommending any dividend for the Accounting Year.

MATERIAL CHANGES AND COMMITMENTS

The company has commenced shifting of its electrical segment operations to Greater Noida from its existing location at Ludhiana (Punjab). There were no other material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year of the Company and the date of signing of this report.

DIRECTORS

Ms. Ashima Munjal and Sh. G.P. Sood, the Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956 :

I) That in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed;

ii) That appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2012 and of the net profit earned by the Company for financial year ended March 31, 2012 ;

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the annual accounts for the year ended March 31, 2012 have been prepared on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report in the form of Management Discussion and Analysis pursuant to Clause 49 of the Listing Agreement, as a part of this report is annexed hereto as Annexure I.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with The Stock Exchange, 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 on its compliance as a part of this report is annexed hereto as Annexure II.

HOLDING COMPANY

Consequent to the inter-se transfer of shareholding amongst the Promoters, Anadi Investments Private Limited has become the holding company of your company with effect from 31st March, 2012. The shareholding of Anadi Investments Private Limited in the Company is 77,57,687 equity shares of Rs. 10/- each equivalent to 74.61% of the paid up capital of the company as on 31st March 2012. SUBSIDIARY COMPANY

The Company had one Wholly Owned Subsidiary namely Majestic IT Services Limited (MITSL), which is engaged in the business of providing a broad range of information and technology related services. MITSL has commenced its operations in the area of NCR Delhi.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provision of Section 212(8) of the Companies Act, 1956 the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement pursuant to Section 212 of the Companies Act, 1956 containing brief financial details of the Company's subsidiary for the financial year ended March 31, 2012 is included in the Annual Report. The annual accounts of the subsidiary and the related detailed information will be made available to any member of the Company/its subsidiary seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiary at the registered office of the Company and at the registered office of the subsidiary company. The Company shall furnish a copy of details of annual accounts of subsidiary to any member on demand. The Consolidated Financial Statements consolidating the financials of the Company and MITSL duly audited by the Statutory Auditors of the Company are published in this Annual Report.

LISTING

The shares of your Company are presently listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and the Annual Listing fees for the year 2012-2013 has been paid to it.

FIXED DEPOSITS

During the year under review, the Company has accepted Rs. 10.25 Crores under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. No deposits were matured during the year.

PARTICULARS OF EMPLOYEES

None of the employees has received a salary of Rs.60.00 lac per annum or Rs. 5.00 lac per month or more during the financial year 2011- 2012. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Amendment Rules, 2011.

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

The detailed information as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto as Annexure -III and forms an integral part of this report. ENVIRONMENTAL & QUALITY MANAGEMENT

With implementation of the Environment Management System (EMS) ISO-14001:2004, the Company continues to 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.

AUDITORS

M/s B.D. Bansal & Co., Chartered Accountants, Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be in accordance with Section 224(1-B) of the Companies Act, 1956. The Board recommends their re-appointment.

According to the Order dated January 24, 2012 of Cost Audit Branch of Ministry of Corporate Aff airs (MCA), read with Section 233 B of the Companies Act, 1956, the audit of cost accounting records is required for the Company in Tractors & other motor vehicles (including automotive components). The Board of Directors of your Company, subject to the approval of the Central Government, has appointed M/s Khushwinder Kumar & Associates, Cost Accountants, Ludhiana to undertake such audit for the financial year 2012-13.

AUDITORS' REPORT

As regards the Auditors' Report, the respective notes to the accounts are self explanatory and therefore, do not call for any comments.

PERSONNEL

As on March 31, 2012, the total number of employees on the records of the Company was 848. The Company conducts several training programmes to upgrade the skills of its workforce. These programmes have a strong practical approach, and the objective is to derive tangible improvements. Industrial relations were cordial throughout the year. Your Directors place on record their appreciation for the dedicated and sincere efforts put in by all employees in the performance of the Company.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude, the co-operation and assistance given by the Central Government, State Governments, Banks, Dealers, Customers, Vendors and Investors during the year under review.

For and on Behalf of the Board of Directors

Place : Ludhiana (Mahesh Munjal)

Date : 13.08.2012 Chairman & Managing Director

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting to you the Thirty Eighth Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2011.

FINANCIAL RESULTS :

(Rs.in lacs) Year ended Year ended 31.03.2011 31.03.2010

Operational Income (Gross) 16951 14186

Profit before Depreciation and Financial 2487 3341 cfharges Less : Financial Charges 748 349

Depreciation 926 686

Net Profit Before Tax 813 2306 Less : Provision for Taxation - Deferred Tax 97 220

: Provision for W ealth Tax 7 7

Profit After Tax 709 2079

Less: Prior Year Expenses 1 8

Add : Prior Year Income - 5

Add : Prior Years Tax Adjustments 1 4 Add : Balance Brought Forward 3656 1576

Profit Available for Appropriations 4365 3656

APPROPRIATIONS Balance carried to Balance Sheet 4365 3656

Basic and Diluted Earnings Per Share (Rs.) 6.82 20

OPERATIONS

During the year under report, your Company has registered turnover of Rs. 16951 lacs as compared to Rs. 14186 lacs in the previous financial year. The Company earned a net profit before tax of Rs.813 lacs as compared to a net profit before tax of Rs.2306 lacs in the previous financial year. During the year the company has enhanced its existing capacity in the electrical & other segments and during the year the total capital outlay was Rs.8712 lacs. The Funds requirements are being met by way of term loans and internal accruals. Due to the substantial capital out lay financial expenses have increased from Rs.349 lacs in the previous year to Rs.748 lacs in the current year and depreciation has also increased from Rs. 686 lacs to Rs. 926 lacs. The company is hopeful of receiving rich dividends from the present capital outlay in the forthcoming years.

DIVIDEND

To sustain internal accruals for the future growth of the Company, your directors are not recommending any dividend for the Accounting Year.

MATERIAL CHANGES AND COMMITMENTS

The company has commenced the civil work at Greater Noida (U.P.) and it is proposed to shift its electrical segment operations to Greater Noida from its existing location at Ludhiana(Punjab). There were no other material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year of the Company and the date of signing of this report.

DIRECTORS

Sh. Harjeet Singh Arora and Maj. Shavinder Singh Khosla, the Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. Sh. Vijay Munjal, the Director of the Company has resigned from directorship w.e.f. 14th May, 2011. The Board places on record its deep appreciation for his valuable contribution during his tenure.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956 :

i) That in the preparation of the annual accounts for the year ended March 31, 2011, the applicable accounting standards have been followed;

ii) That appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2011 and of the net profit earned by the Company for financial year ended March 31, 2011 ;

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the annual accounts for the year ended March 31, 2011 have been prepared on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report in the form of Management Discussion and Analysis pursuant to Clause 49 of the Listing Agreement, as a part of this report is annexed hereto as Annexure I.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with The Stock Exchange, adequate steps have been taken to ensure that all the provisions relating to Corporate Governance are duly complied with. A report on Corporate Governance along with the Auditors' Certificate on its compliance as a part of this report is annexed hereto as Annexure II.

HOLDING COMPANY

Consequent to the inter-se transfer of shareholding amongst the Promoters, Anadi Investments Private Limited has become the holding company of your company with effect from 31st March, 2011. The shareholding of Anadi Investments Private Limited in the Company is 77,57,688 equity shares of Rs. 10/- each equivalent to 74.61% of the paid up capital of the company as on 31st March 2011.

SUBSIDIARY COMPANY

The Company had one Wholly Owned Subsidiary namely Majestic IT Services Limited (MITSL), which is engaged in the business of providing a broad range of information and technology related services. MITSL has commenced its operations in the area of NCR Delhi.MITSL has yet to pick up its operations.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provision of Section 212(8) of the Companies Act, 1956 the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement pursuant to Section 212 of the Companies Act, 1956 containing brief financial details of the Company's subsidiary for the financial year ended March 31, 2011 is included in the Annual Report. The annual accounts of the subsidiary and the related detailed information will be made available to any member of the Company/its subsidiary seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiary at the registered office of the Company and at the registered office of the subsidiary company. The Company shall furnish a copy of details of annual accounts of subsidiary to any member on demand. The Consolidated Financial Statements consolidating the financials of the Company and MITSL duly audited by the Statutory Auditors of the Company are published in this Annual Report.

LISTING

The shares of your Company are presently listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and the Annual Listing fees for the year 2011-2012 has been paid to it.

FIXED DEPOSITS

During the year under review, the Company has not accepted or invited any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES

None of the employees has received a salary of Rs.60.00 lac per annum or Rs. 5.00 lac per month or more during the financial year 2010-2011. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Amendment Rules, 2011.

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

The detailed information as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto as Annexure -III and forms an integral part of this report.

ENVIRONMENTAL & QUALITY MANAGEMENT

With implementation of the Environment Management System (EMS) ISO-14001:2004, the Company continues to 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.

AUDITORS

M/s B.D. Bansal & Co., Chartered Accountants, Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be in accordance with Section 224(1-B) of the Companies Act, 1956. The Board recommends their re-appointment.

AUDITORS' REPORT

As regards the Auditors' Report, the respective notes to the accounts are self explanatory and therefore, do not call for any comments. During the year the company has migrated to a new ERP system i.e. Oracle EBS 12.1 wherein stocks have been valued on "Moment Moving weighted average Basis" as against the "Monthly Moving Weighted average" for more appropriate and relevant presentation of the financial statements. The impact resulting from such change is not ascertainable due to huge volume of transactions.

PERSONNEL

As on March 31, 2011, the total number of employees on the records of the Company was 741. The Company conducts several training programmes to upgrade the skills of its workforce. These programmes have a strong practical approach, and the objective is to derive tangible improvements. Industrial relations were cordial throughout the year. Your Directors place on record their appreciation for the dedicated and sincere efforts put in by all employees in the performance of the Company.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude, the co-operation and assistance given by the Central Government, State Governments, Banks, Dealers, Customers, Vendors and Investors during the year under review.

For and on behalf of the Board of Directors

(Mahesh Chandar Munjal) Chairman & Managing Director Place : Ludhiana Date : 13.08.2011

---

Mar 31, 2010

The Directors have pleasure in presenting to you the Thirty Seventh Annual Report and the Audited Accounts for the Financial Year ended 31st March, 2010.

FINANCIAL RESULTS : (Rs.in lacs)

Year ended Year ended

31.03.2010 31.03.2009

Operational Income (Gross) 14186 13295

Profit before Depreciation and Financial charges 3341 1556

Less : Financial Charges 349 397

Depreciation 686 613

Net Profit Before Tax 2306 546

Less : Provision for Taxation

- Deferred Tax 220 72

: Provision for Wealth Tax 7 7

: Provision for Fringe Benefit Tax - 10

Profit After Tax 2079 457

Less: Prior Year Expenses 8 3

Add : Prior Year Income 5 -

Add : Prior Years Tax Adjustments 4 -

Add : Balance Brought Forward 1576 1122

Profit Available for Appropriations 3656 1576

APPROPRIATIONS

Balance carried to Balance Sheet 3656 1576

Basic and Diluted Earnings Per Share (Rs.) 20 4.36

OPERATIONS

During the year under report, your Company has registered turnover of Rs. 14186 lacs as compared to Rs. 13295 lacs in the previous financial year. The Company earned a net profit before tax of Rs.2306 lacs as compared to a net profit before tax of Rs.546 lacs in the previous financial year. During the year the Company has accounted income of Rs.13 Crores being the silver jubilee special dividend declared by Hero Honda Motors Limited in which Company is having investment in shares.

During the year the company has proposed the capital outlay of Rs.33 Crores for expanding its existing capacities and for its other long term requirements. The funds requirements are being met by way of term loans from Banks & internal accruals.

The management is confident that with its visionary approach and meticulous planning, the company will be moving the way ahead in this competitive market.

DIVIDEND

To sustain internal accruals for the future growth of the Company, your directors are not recommending any dividend for the Accounting Year.

MATERIAL CHANGES AND COMMITMENTS

To meet the requirements of its customers the company is proposing substantial expansion in its existing capacities in Electrical and Fine Blanking segments. The proposed expansion is being done at its existing location in Ludhiana and at new location in Greater Noida (U.P.) with a total capital outlay of Rs. 112 crores. The company has already entered into agreement for purchase of land at Greater Noida. The civil work at Ludhiana has already been commenced and the orders for major machinery have already been placed. The company expects to complete this project by the end of the March 2011. The funds for this project are being arranged by way of term loans and from internal accruals.There were no other material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year of the Company and the date of signing of this report.

DIRECTORS

Sh. G.P. Sood and Dr. M. A. Zahir, the Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. During the period the Company has appointed Maj. Shavinder Singh Khosla and Ms. Ashima Munjal as an Additional Directors of the Company, who will hold office upto the date of this Annual General Meeting. The Company has received notices from a Members under Section 257 of the Companies Act, 1956, for their appointment as Director of the Company. The Board recommends for their re-appointment. During the year Dr. D.R. Singh ceased to be director of the Company due to death.

Sh.O.P.Munjal and Sh. Suman Kant Munjal, the Directors of the Company have resigned from directorship w.e.f. 27th May, 2010. The Board places on record its deep appreciation for their valuable contribution during their tenure.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956 :

i) That in the preparation of the annual accounts for the year ended March 31, 2010, the applicable accounting standards have been followed;

ii) That appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2010 and of the net profit earned by the Company for financial year ended March 31, 2010 ;

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the annual accounts for the year ended March 31, 2010 have been prepared on a going concern basis.





MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report in the form of Management Discussion and Analysis pursuant to Clause 49 of the Listing Agreement, as a part of this report is annexed hereto as Annexure I.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with The Stock Exchange, 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 on its compliance as a part of this report is annexed hereto as Annexure II.

SUBSIDIARY COMPANY

During the year the company has floated Majestic IT Services Limited as Wholly Owned Subsidiary (WOS) of the Company for setting-up business of providing a broad range of information and technology related services. The WOS has yet to commence its operation/services. The documents required to be attached pursuant to Section 212 of the Companies Act, 1956 are attached to the Balance Sheet of the Company. CONSOLIDATED

FINANCIAL STATEMENTS

As required under the Listing Agreement with the Stock Exchange, the Consolidated Financial Statements consolidating the financials of the Company and Majestic IT Services Limited duly audited by the Statutory Auditors of the Company are published in this Annual Report.

LISTING

The shares of your Company are presently listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and the Annual Listing fees for the year 2010-2011 has been paid to it.

FIXED DEPOSITS

During the year under review, the Company has not accepted or invited any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. INSURANCE

All properties and insurable assets of the Company including Building, Plant & Machinery and Stocks, have been adequately insured, wherever necessary and to the extent required.

PARTICULARS OF EMPLOYEES

A statement showing particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with

Companies (Particulars of Employees) Rules, 1975 is annexed hereto as Annexure III and forms an integral part of this report.

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

The detailed information as required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of

Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto as Annexure -IV and forms an integral part of this report.

ENVIRONMENTAL MANAGEMENT

With implementation of the Environment Management System (EMS) ISO-14001.2004, the Company continues to pursue its endeavor to operate in harmony with the nature, conservation of natural resources and reduction in Global warming.

QUALITY MANAGEMENT

The Company continues to maintain the ISO/TS.16949(2009) Quality Management Systems to ensure effectiveness of all functions

AUDITORS

M/s B.D. Bansal & Co., Chartered Accountants, Auditors of the Company will retire at the conclusion of the forthcoming Annual

General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the

Auditors to the effect that their appointment, if made, would be in accordance with Section 224 (1B) of the Companies Act, 1956.

The Board recommends their re-appointment.

AUDITORSREPORT

As regards the Auditors Report, the respective notes to the accounts are self explanatory and therefore, do not call for any comments.

PERSONNEL

As on March 31. 2010, the total number of employees on the records of the Company was 663. The Company conducts several training programmes to upgrade the skills of its workforce. These programmes have a strong practical approach, and the objective is to derive tangible improvements. Industrial relations were cordial throughout the year. Your Directors place on record their appreciation for the dedicated and sincere efforts put in by all employees in the performance of the Company.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude, the co-operation and assistance given by the Central Government, State Governments, Banks, Dealers, Customers, Vendors and Investors during the year under review.



For and on behalf of the Board of Directors

PLACE : Ludhiana (Mahesh Chandar Munjal)

DATE : 14.08.2010 Chairman & Managing Director