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Directors Report of Aurum Proptech Ltd.

Mar 31, 2023

The Board of Directors hereby submits the report of the business and operations of your Company along with the audited financial statements, for the financial year ended March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL SUMMARY

(Rs. in Lakhs except earning per share)

Particulars

Consolidated

Standalone

Year ended

Year ended

Year ended

Year ended

March 31, 2023

March 31, 2022

March 31, 2023

March 31, 2022

Revenue from operations

Information Technology Services

7,057

1,554

132

140

Rent Income

5,553

25

715

25

Reimbursement of expenses from customers

77

-

77

-

Total Operating Revenue

12,687

1,579

923

165

Other Income

1,218

522

663

490

Total Income

13,904

2,101

1586

655

Employee Benefits and other expenses

14,194

3,409

2225

1,534

Depreciation and amortization expenses

3,849

278

665

189

Finance costs

852

25

96

12

Total Expenses

18,895

3,712

2,985

1,735

Share of loss of associates

(117)

(68)

-

-

Loss before Tax

(5,107)

(1,679)

(1,399)

(1,080)

Tax expense

(1,077)

(352)

(275)

(228)

Loss for the Year

(4,030)

(1,327)

(1,124)

(852)

Other Comprehensive Income / (Loss)

21

(9)

2

(2)

Total Comprehensive Income / (Loss)

(4,009)

(1,336)

(1,122)

(854)

Earnings per share of face value of '' 5/- each

Basic (?)

(7.51)

(3.90)

(2.93)

(2.98)

Diluted (?)

(7.51)

(3.90)

(2.93)

(2.98)

Financial Statements for the year ended March 31, 2023, have been prepared in accordance with Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act”) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended and the Companies (Indian Accounting Standards) Amendment Rules, 2016.

2. RESULTS OF OPERATIONSa) Consolidated operations

Your Company reported a total income of '' 13,905 Lakhs for the year ended March 31, 2023, as compared to '' 2,101 Lakhs for the year ended

March 31, 2022. Your Company made a net loss of '' 4,030 Lakhs for the year ended March 31, 2023 as compared to a net loss of '' 1,327 Lakhs for the year ended March 31, 2022.

b) Standalone Operations

Your Company reported a total income of '' 1,586 Lakhs for the year ended March 31, 2023 as compared to '' 655 Lakhs for the year ended March 31, 2022. Your Company made a net loss of '' 1,124 Lakhs for the year ended March 31, 2023 as compared to a net loss of '' 852 Lakhs for the year ended March 31, 2022.

3. TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves for the year ended March 31, 2023.

4. DIVIDEND

The Board of Directors has not recommended dividends for the Financial Year 2022-23.

5. CHANGE IN SHARE CAPITAL

During the year under review, the Company has issued 4,29,44,533 Equity Shares on Rights issue basis at a price of '' 80/- per fully paid Equity Shares including premium of '' 75/- per Equity Shares) and accordingly Shareholders have been allotted 4,29,44,533 Partly paid-up Equity Shares at a price of '' 20/- and the paid-up share capital increased from '' 1,431 Lakhs to '' 1968 Lakhs.

6. EMPLOYEE STOCK OPTIONS

During the financial year the Company has granted 23,01,292 stock options to Directors and employees of Company and its subsidiaries under the “Aurum PropTech Employee Stock Option Plan 2021”.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN MARCH 31, 2023 AND THE DATE OF THIS REPORT AND CHANGE IN NATURE OF BUSINESS

I. The Board of Directors of the Company in its meeting held on April 27, 2023, considered the acquisition of assets and technology platform of Myre Tech LLP and launched Aurum WiseX, a digital distribution vertical for Real Estate Investments. The acquisition got completed on April 29, 2023.

II. The Board of Directors of the Company in its meeting held on April 27, 2023, considered the acquisition of Nestway Technologies Private Limited (NestAway'') and delegated the power to the Executive Investment committee to invest the funds of the Company amounting upto '' 9,000 Lakhs. The Executive Investment Committee of the Company in its meeting held on June 01, 2023, approved the acquisition of upto 100% equity share capital of NestAway for

a cash consideration of upto '' 9,000 Lakhs. The Share Purchase Agreement has been executed on June 28, 2023. The Company is in process of acquiring the equity shares and compulsory convertible preference shares of NestAway.

8. CREDIT RATING

During the year under review, the Company has not obtained any credit ratings.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has the following subsidiaries and associates:

Sr.

No

Name of the Company

Nature

1.

Aurum RealTech Services Private Limited

Wholly owned Subsidiary

2.

Aurum Softwares and Solutions Private Limited

Wholly owned Subsidiary

3.

Helloworld Technologies India Private Limited

Wholly owned Subsidiary

4.

Aurum Analytica Private Limited (formerly known as Blink Advisory Services Private Limited)

Wholly owned Subsidiary

5.

K2V2 Technologies Private Limited

Subsidiary

6.

Monk Tech Labs Pte. Limited

Subsidiary

7.

Integrow Asset Management Private Limited

Subsidiary

• Integrow Asset Management Private Limited became subsidiary w.e.f. September 01, 2022.

• The Company has acquired 100% stake in Aurum Analytica Private Limited formerly known as Blink Advisory Services Private Limited) by executing Share Purchase Agreement on August 05, 2022.

• The Company has acquired 100% stake in Vartaman Consultants Private Limited by executing Share Purchase Agreement on April 29, 2023.

• The Company has incorporated Monk Tech Venture Private Limited as subsidiary on April 10, 2023.

• The Company has incorporated Cuneate Services Private Limited as wholly owned subsidiary on April 17, 2023.

Name of the Director & DIN

Designation

Original Date of Appointment

Mr. Vasant Gujarathi (DIN: 06863505)

Non-Executive Independent Director

March 03, 2020

Mr. Ajit Ravindra Joshi (DIN: 08108620)

Non-Executive Independent Director

July 23, 2021

Mrs. Padma Samir Deosthali (DIN: 09250994)

Non-Executive Independent Director

July 23, 2021

Mr. Ramashrya Ramjag Yadav (DIN: 00145051)

Non-Executive Director

July 23, 2021

Mr. Srirang Yashwant Athalye (DIN: 02546964)

Non-Executive Director

May 04, 2021

Mr. Onkar Sunil Shetye (DIN: 06372831)

Executive Director

May 04, 2021

• The Company is in process of acquiring 100% stake of NestAway Technologies Private Limited.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial position of each of the subsidiaries including capital, reserves, total assets, total liabilities, details of investment, turnover, etc. in the prescribed Form AOC-1(Annexure IV) forms a part of the Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statement and related information of the Company and the financial statements of each of the subsidiary Companies are available on our website https://www.aurumproptech.in/ . Any shareholder desirous of making inspection or obtaining copies of the said financial statements may write to the Company Secretary & Compliance officer at [email protected] .

These documents will also be available for inspection during business hours at the registered office of the Company.

For 2022-23, K2V2 Technologies Private Limited and Helloworld Technologies India Private Limited are material subsidiaries of the Company as per the thresholds laid down under the Listing Regulations. There has been no material change in the nature of the business of the subsidiary. The policy for determining material subsidiaries as approved by the Board can be accessed on the website of the Company at link https://aurumproptech.in/investor/ policies/.

10. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Management Discussion and Analysis Report is presented in a separate section, forms part of this Annual Report.

11. BUSINESS RESPONSIBILITY AND SUSTANIBILITY REPORT

In accordance with Regulation 34 of SEBI Listing Regulations, as amended, Business Responsibility and Sustainability Report is not applicable to the Company.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of sub-section (3) (c) and (5) of Section 134 of the Act:

a) In preparation of the Financial Statements for the financial year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, to give a true and fair view of the state of affairs of the Company as of March 31, 2023 and of the profit and loss of the Company for the year ended on that date;

c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company, and for preventing and detecting frauds and other irregularities;

d) Financial Statements of the Company had been prepared on a going concern basis;

e) We have laid down Internal Financial Controls to be followed by the Company which are adequate and operating effectively; and

f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of the date of this report, the Company has six Directors, out of which three are Independent Directors including one Woman Independent Director.

Independent Directors

All the Independent Directors have furnished a declaration of Independence stating that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1) and 25(8) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

Further, they also declared that they have complied with Rule 6 (1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 concerning the inclusion of names in the data bank created by the Indian Institute of Corporate Affairs.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial PersonnelKey Managerial Personnel for the 2022-23

• Mr. Onkar Shetye (DIN: 06372831) - Executive Director

• Mr. Kunal Karan - Chief Financial Officer

• Ms. Sonia Jain - Company Secretary & Compliance Officem

a Ms. Khushbu Rakhecha, ceased to be Compliance Officer w.e.f. February 17, 2023 and Ms. Sonia Jain, Company Secretary was appointed as Compliance officer w.e.f. February 17, 2023.

Number of Board Meetings

Four Meetings of the Board of Directors were held during the year. The details of the Board meetings and the attendance of the Directors are given in the Corporate Governance Report which forms part of this report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

14. COMMITTEES OF THE BOARD

Your Company has duly constituted the Committees required under the Act read with applicable Rules made there under and the SEBI Listing Regulations.

The Company has an Audit Committee with the constitution, powers, and role as prescribed under Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations.

The other statutory committees of the Board are given below:

i) Investors'' Grievances and Stakeholders'' Relationship Committee

ii) Nomination and Remuneration Committee

iii) Corporate Social Responsibility Committee

iv) Executive Investment Committee

Details about composition, powers, role, meetings held and attendance of members at meetings of the relevant Committee are provided in the Report on Corporate Governance which forms part of this Annual Report.

15. PERFORMANCE EVALUATION

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including independent directors) which includes criteria for performance evaluation of Executive and Non-Executive Directors. In compliance with the requirement of the provisions of Section 178 of the Act read with Rules framed thereunder and Schedule IV to the Act as well as Regulation 17(10) of the SEBI Listing Regulations, the performance evaluation of individual directors, Board committees and Board as a whole were carried out during the year under review. For the Financial Year 2022-23, the Company adopted the Internal methodology for carrying out the Board Evaluation exercise.

The performance evaluation process of the Independent Director was based on the declarations received from the Independent Director that they fulfilled the criteria of independence as required under the Act and SEBI Listing Regulations.

16. NOMINATION AND REMUNERATION POLICY

The Company has a policy on remuneration of Directors and Key Managerial Personnel. The policy is approved by the Nomination and Remuneration Committee and the Board of Directors of the Company.

This policy is available on the website of the Company and the link for the same is provided below: https:// aurumproptech.in/investor/policies/.

17. PEOPLE PRACTICES

As of March 31, 2023, Aurum PropTech Limited had a total headcount of 80. The Directors wish to place on record their appreciation for the contributions made by team members of the Company during the year under review.

18. INTERNAL CONTROL SYSTEM

A strong internal control system is pervasive in the Company. The Company has documented a robust and comprehensive internal control system for all the major processes to ensure the reliability of financial reporting.

19. INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company has in place adequate internal financial controls commensurate with the size, scale, and complexity of its operations.

The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a robust financial closure, certification mechanism for certifying adherence to various accounting policies, accounting hygiene, and accuracy of provisions and other estimates.

20. STATUTORY AUDITORS AND THEIR REPORT

Pursuant to Section 139(1) and other applicable provisions of the Companies Act, 2013 M/s. M S K A & Associates, Chartered Accountants (ICAI Firm Registration no.: 105047W) were appointed as the Statutory Auditors of the Company at the 6th AGM held on August 06, 2019, to hold office for a period of 5 consecutive years from the conclusion of the 6th AGM till the conclusion of the 11th AGM of the Company. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

Further, the report of the Statutory Auditors is provided in the financial section of the Annual Report. The observations made in the Auditors'' Report are self-explanatory and do not contain any qualifications, reservations, or adverse remarks. Therefore, it does not call for any further comments.

21. SECRETARIAL AUDITOR

The Secretarial Audit for the year 2022-23 was undertaken by M/s Ainesh Jethwa & Associates. Practicing Company Secretary, the Secretarial Auditor of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2023 under the Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations of the Company and its Material

Subsidiary are annexed herewith as “Annexure-III and Annexure-III A” respectively.

The report is self-explanatory and with regards to observation in the Secretarial Audit Report, the Board will ensure that they will be more vigilant.

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s Ainesh Jethwa & Associates, Practicing Company Secretary, Mumbai to conduct the secretarial audit of the Company for 2023-24. They have confirmed their eligibility for the appointment.

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

22. INTERNAL AUDITOR

As required under Section 138 of the Act and Rule 13 of the Companies (Accounts) Rules, 2014, the Internal Audit function is performed by M/s. Protune KS Aiyar Consultants Private Limited the Internal Auditor of the Company. The scope, functioning, periodicity, and methodology for conducting the internal audit have been formulated in consultation with the Audit Committee.

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Protune KS Aiyar Consultants Private Limited to conduct the internal audit of the Company for 2023-24. They have confirmed their eligibility for the appointment.

23. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither Statutory Auditors nor Secretarial Auditor has reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees, in terms of Section 143(12) of the Act.

24. COST AUDIT

The provisions of Companies (Cost Records and Audit) Rules, 2014 are not applicable to your Company.

25. RISK MANAGEMENT

The organization''s Governance Risk Compliance framework plays a vital role in mitigating enterprise risks, including technology, strategic, macroeconomic, key managerial personnel, competitive edge risks, clients and accounts risks, cybersecurity, data protection, and privacy risks, as well as contractual, execution, and delivery risks. By leveraging this comprehensive framework, the Company effectively manages and addresses these risks, ensuring a secure and stable operational environment while successfully fulfilling its commitments.

26. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN AND INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees, and investments covered under provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

27. RELATED PARTY TRANSACTIONS

All Related Party Transactions during the financial year under review were in the ordinary course of business and at arm''s length basis and complies with the applicable provisions of the Act and SEBI Listing Regulations. There were no material significant related party transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large.

All the Related Party Transactions are presented to the Audit Committee and Board for their approval. Omnibus approval is given by Audit Committee for the transactions which are foreseen and repetitive. A statement of all Related Party Transactions is presented before the Audit Committee and Board every quarter, specifying the nature, value, and terms and conditions of the transactions. The said transactions are approved by the Audit Committee as well as by the Board.

The Company in terms of Regulation 23 of the SEBI Listing Regulations submits on the date of publication of its standalone and consolidated financial results for the half year, disclosures of

related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges. The said disclosures can be accessed on the website of the Company at https://aurumproptech.in.

The Related Party Transactions Policy as approved by the Board is available on the Company''s website and can be accessed at https://aurumproptech.in/ investor/policies/.

Details of the transaction(s) of your Company with the entity(ies) belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under para A of Schedule V of the Listing Regulations are provided as part of the financial statements. The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Notes of Financial Statements of the Company. There are no such related party transactions required to be reported in Form AOC-2, enclosed as Annexure - II to this report.

28. ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the annual return of the Company as on March 31, 2023 is available on the Company''s website and can be accessed at https://aurumproptech.in/investor/ financial-information/annual-reports/.

29. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the requirement of the Act and the SEBI Listing Regulations, the Company has established a Whistle Blower Policy/ Vigil mechanism, and the same is placed on the Company''s website and can be accessed at https:// aurumproptech.in/investor/policies/.

The employees of the Company are made aware of the said policy at the time of joining the Company.

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

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”)

along with the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace.

All employees (permanent, contractual, temporary and trainees) are covered under the said policy. During the financial year under review, the Company has not received any complaint of Sexual Harassment of Women at Workplace. The Company has constituted Internal Committee(s) (“ICs”) to redress and resolve any complaints arising under the POSH Act.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Act, the Board of Directors of the Company has formed a CSR Committee. The composition of the CSR Committee and a brief outline of the CSR policy of the Company with the amount spent by the Company on CSR activities during the year are set out in Annexure-I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the website of the Company at https://aurumproptech.in/investor/ policies/.

32. PARTICULARS OF EMPLOYEES AND REMUNERATION

The remuneration paid to the Directors, Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further details on the same are given in the Corporate Governance Report which forms part of this Annual Report.

The information required in terms of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is given below:

I. Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) Ratio of the remuneration of each director to the median remuneration of the employees (“MRE”) of the Company for the financial year 2022-23.

Name of the Director Ratio to MRE Executive Directors

Mr. Onkar Shetye

11.23X

Non-Executive Directors

Mr. Srirang Athalye Mr. Ramashrya Yadav Mr. Vasant Gujarathi

Not Applicable Not Applicable Not Applicable

Mr. Ajit Joshi

Not Applicable

Ms. Padma Deosthali

Not Applicable

b) Percentage increase in remuneration of each Director/ KMP in the financial year 2022-23:

% increase in

Name of the Director/

remuneration*

Key Managerial

in the financial

Personnel year 2022-23

Mr. Onkar Shetye

46%

Mr. Srirang Athalye

N.A

Mr. Ramashrya Yadav

N.A

Mr. Vasant Gujarathi

N.A

Mr. Ajit Joshi

N.A

Mr. Kunal Karan, Chief Financial Officer

10%

Ms. Sonia Jain, Company Secretary & Compliance Officer*

29%

Ms. Khushbu Rakhecha, Compliance Officer*

60%

*Ms. Khushbu Rakhecha, ceased to be Compliance Officer w.e.f. February 17, 2023 and Ms. Sonia Jain Company Secretary was appointed as Compliance officer w.e.f. February 17, 2023. Ms. Sonia Jain acted as secretary to all the committees constituted by the Board.

c) Percentage increase in the MRE during the financial year 2022-23: -13.97%.

d) Number of permanent employees on the rolls of the Company as on March 31, 2023: 80

e) Average percentage increase made in salaries of employees other than

Managerial Personnel in the financial year was 9% vis-a-vis an increase of 36% in the salaries of Managerial Personnel.

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

We affirm that the remuneration is as per the remuneration policy of the Company.

II. Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The statement containing particulars of employees in terms of remuneration drawn is provided in a separate annexure forming part of this report. However, having regard to Section 136 of the Act, the Annual Report excluding the aforesaid annexure, is being sent to all the members of the Company and others entitled thereto. The said annexure is open for inspection and any member who wishes to inspect shall send a request for the same on the e-mail id of the Company i.e. investors@ aurumproptech.in

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts, or tribunals impacting the going concern status and operations of the Company.

34. PUBLIC DEPOSITS

During the year the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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

(a) Conservation of energy: considering the nature of the business of the Company, energy costs constitute a small portion of the total cost and there is not much scope for energy

Exchange

Nil

Nil

earned

conservation.

(i)

the steps are taken or impact on the conservation of energy.

Not

Applicable

(ii)

the steps taken by the Company for utilizing alternate sources of energy

(iii)

the capital investment in energy conservation equipment''s

(b) Technology absorption:

(i) the efforts made towards technology absorption

Not

Applicable

the benefits derived like product improvement, cost reduction, product development, or import substitution

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

(a) the details of technology imported

(b) the year of import

(c) whether the technology has been fully absorbed

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

(iv) the expenditure incurred on Research and Development

Nil

(c) Foreign exchange earnings and Outgo

Total foreign exchange used and earned by Aurum PropTech Limited

('' in Lakhs)

Year ended March 31, 2023

Year ended March 31, 2022

Exchange

used

19.28

11.00


36. STATEMENT OF MANAGEMENT RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS

The Holding Company''s Board of Directors are responsible for the preparation and presentation of these Consolidated Financial Statements in terms of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgment''s and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial Statements by the Directors of the Holding Company, as aforesaid. In preparing the Consolidated Financial Statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those respective Boards of Directors of the companies included in the Group are also responsible for overseeing the financial reporting process of the Group.

37. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

38. DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES,2014

During the year, there were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

39. CORPORATE GOVERNANCE

The Company has complied with corporate governance requirements as prescribed under the Act and the SEBI Listing Regulations. A separate section on corporate governance practices followed by the Company together with the certificate from M/s. Ainesh Jethwa & Associates., Company

Secretary in Practice forms an integral part of this report.

40. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

41. ACKNOWLEDGMENT

Your directors place on record their appreciation for employees at all levels, whose hard work and solidarity have contributed to the growth and performance of your Company. Your directors also thank the customers, vendors, bankers and shareholders of the Company for their continued support.

Your directors also thank the Central and State Governments and other statutory authorities for their continued support.


Mar 31, 2018

BOARD OF DIRECTORS’ REPORT

To the Members,

Your Directors are pleased to present the 5th Board of Directors'' Report, along with the audited Financial Statements of the Company, for the financial year ended March 31, 2018.

1. FINANCIAL SUMMARY

(Rs,in Lakhs)

Particulars

Consolidated

Standalone

Year ended March 31,

2018

Year ended March 31, 2017

Year ended March 31,

2018

Year ended March 31, 2017

Revenue from operations

Information technology services

79,884

81,335

1,999

1,527

Reimbursement of expenses from customers

720

1,282

-

33

Total Operating Revenue

80,604

82,617

1,999

1,560

Other Income

1,092

960

1,858

1,571

Total Income

81,696

83,577

3,857

3,131

Employee Benefitsand other expenses

78,344

80,247

2,687

2,653

Depreciation and amortization expenses

1,785

1,722

110

81

Finance costs

489

784

28

84

Total Expenses

80,618

82,753

2,825

2,818

Exceptional items -expense/ (income)

(1,053)

266

(1,053)

225

Profit before Tax

2,131

558

2,085

88

Tax expense/ (credit)

1,851

(115)

650

(40)

Profit after Tax

280

673

1,435

128

Other Comprehensive Income

574

(694)

10

18

Total Comprehensive Income

854

(21)

1,445

146

Earnings per share of face value of Rs. 5/- each

Basic (Rs.)

2.60

2.18

5.92

0.55

Diluted (Rs.)

2.47

2.05

5.62

0.52

Financial Statements for the year ended March 31, 2018 are the first financial statements of the Company prepared in accordance with Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended and the Companies (Indian Accounting Standards) Amendment Rules, 2016. The date of transition to Ind-AS is April 1, 2016. Accordingly, numbers for all the comparative periods have been restated.

2. RESULTS OF OPERATIONS

a) Consolidated operations

The Group registered total operating revenue of Rs. 80,604 lakhs for the year ended March 31, 2018 as compared to Rs. 82,617 lakhs for the year ended March 31, 2017.

The Group earned a net profit of Rs. 280 lakhs for the year ended March 31, 2018 as compared to net profit of Rs. 673 lakhs for the year ended March 31, 2017. Analysis of the Operating Revenue region-wise, offering-wise and line-of-business wise is provided below.

Breakup of the Operating Revenue by regions

Region

Year ended March 31, 2018

Year ended March 31, 2017

''In Lakhs

% of Revenue

''In Lakhs

% of Revenue

North America

70,689

87.7

73,114

88.5

United Kingdom

4,288

5.3

5,474

6.6

India & Asia Pacific

5,627

7.0

4,029

4.9

Total ODeratine Revenue

80,604

100.0

82,617

100.0

Breakup of the Operating Revenue by offerings

Offering

Year ended March 31, 2018

Year ended March 31, 2017

Rs,in Lakhs

% of Revenue

Rs,in Lakhs

% of Revenue

License

1,673

2.1

2,285

2.8

Professional Services

42,328

52.5

51,688

62.6

Cloud

23,985

29.8

15,913

19.3

Support

12,618

15.6

12,731

15.3

Total Operating Revenue

80,604

100.0

82,617

100.0

Breakup of Operating Revenue by Line of Business

Line of Business

Year ended March 31, 2018

Year ended March 31, 2017

Rs,in Lakhs

% of Revenue

Rs,in Lakhs

% of Revenue

Property & Casualty

61,689

76.5

66,920

81.0

Life & Annuities

17,754

22.0

14,375

17.4

Non-Insurance

1,161

1.5

1,322

1.6

Total Operating Revenue

80,604

100.0

82,617

100.0

b) Standalone Operations

Your Company reported a total income of Rs.3,857 lakhs for the year ended March 31, 2018 as compared to Rs. 3,131 lakhs for the year ended March 31, 2017. The Company earned a net profit of Rs. 1,435 lakhs for the year ended March 31, 2018 as compared to net profit of Rs. 128 lakhs for the year ended March 31, 2017.

3. RESERVES

No amount is proposed to be transferred to reserves for the year ended March 31, 2018.

4. DIVIDEND

The Board of Directors at its meeting held on August 3, 2017 declared a special dividend @ 20% i.e. Rs. 1/- per equity share of face value of Rs. 5/- each, which has been duly paid to Shareholders of the Company.

5. CHANGE IN SHARE CAPITAL

During the year, Authorized Share Capital of the Company was increased to Rs. 25 crores (Rupees Twenty Five crores only) from Rs. 15 crores (Rupees Fifteen crores only), vide special resolution passed by the Shareholders at the Extraordinary General Meeting of the Company held on January 11, 2018.

During the year, the Company allotted shares as per following details:

a) 3,15,512 fully paid-up equity shares of face value of Rs. 5/- each, to various employees and Managing Director of the Company, on exercise of stock options; and

b) 44,43,849 fully paid-up equity shares of face value of Rs. 5/- each, to qualified institutional buyers under Qualified Institutional Placement ("QIP").

As on March 31, 2018, the paid-up share capital of your Company stood at Rs. 14,06,11,980/- comprising 2,81,22,396 equity shares of face value of Rs. 5/- each.

6. STATEMENT OF UTILIZATION OF QIP PROCEEDS

Pursuant to Regulation 32(7A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the SEBI Listing Regulations"), the statement of utilization of Qualified Institutional Placement (QIP) proceeds, as on March 31, 2018 as approved by the Audit Committee, is furnished below.

Rs, in Lakhs

Name of the Subsidiary

Date of

Country

Business

Total Income

Net Profit

Incorporation

As on March 31, 2018

As on March 31, 2017

As on March 31, 2018

As on March 31, 2017

Majesco

07-Apr-1992

USA

Information Technology Services

25,510

18,417

(8,935)

(3,368)

Step Down Subsidiary

Majesco Software and Solutions Inc.

03-Jun-1991

USA

Information Technology Services

30,629

35,478

426

(140)

Cover-All Systems Inc.

26-Oct-1989

USA

Information Technology Services

16,881

18,318

3,811

4,673

Majesco Canada Limited

09-Feb-1909

Canada

Information Technology Services

776

1,172

6

(203)

Majesco Sdn Bhd.

29-Apr-1900

Malaysia

Information Technology Services

3,384

2,430

21

38

Majesco Asia Pacific Pte Limited*

26-Mar-1991

Singapore

Information Technology Services

245

41

4

(33)

Majesco (Thailand) Co. Limited*

05-Feb-2007

Thailand

Information Technology Services

NIL

NIL

(23)

(62)

Majesco Software and Solutions India Private Limited**

22-Oct-2014

India

Information Technology Services

29,512

23,888

3,488

(445)

Majesco (UK) Limited**

23-Oct-2Q14

UK

Information Technology Services

4,280

5,592

134

58

*Majesco Asia Pacific Pte Ltd. and Majesco (Thailand) Co. Ltd. are wholly-owned subsidiaries of Majesco Sdn Bhd and step down subsidiaries of Majesco, USA.

**Majesco Software and Solutions India Private Limited and Majesco (UK) Limited are wholly-owned subsidiaries of Majesco Software and Solutions Inc. and step down subsidiaries of Majesco, USA.

2018 ANNUAL REPORT | 31

Particulars

Amount

(Rs. in crore)

Gross proceeds of QIP Issue

231.08

Less: Issue Expenses

5.81

Net proceeds of QIP Issue (as mentioned in Placement Document)

225.27

Less: Amount utilized for the purpose received

NIL

Balance Amount

225.27

- Temporarily invested in Fixed Deposits with the Bank(s)/ Financial Institution(s)

25.01

- Temporarily invested in Mutual Funds

200.26

- Lying in the Current Account with the Bank(s)/ Financial Institution(s)

NIL

Further, it is hereby confirmed that there has been no deviation in the use of QIP proceeds from the objects stated in the Placement Document dated January 29, 2018.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN MARCH 31, 2018 AND DATE OF THIS REPORT

There is no material change and commitments which affected the financial position of the Company, occurred between March 31, 2018 and date of this report i.e. May 14, 2018.

8. SUBSIDIARY COMPANIES

Your Company has one direct subsidiary namely Majesco, USA, in which it holds 69.75% stake, as on March 31, 2018. Majesco, USA, has eight direct and indirect wholly owned subsidiaries.

As required under Section 129(3) of the Companies Act, 2013 (hereinafter referred to as "the Act") read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiaries in the prescribed form AOC-1 is enclosed as Annexure - I to this Report.

In accordance with Section 136 of the Act, the separate accounts of the subsidiary companies will be available on the website of the Company and the Members desirous of obtaining the accounts of the Company''s subsidiaries may obtain the same upon request.

The Policy for determining Material Subsidiaries, adopted by your Board, in conformity with the SEBI Listing Regulations can be accessed on the Company''s website at https:// ir.majesco.com/policies/.

The details of subsidiary and step down subsidiaries as on March 31, 2018 are given below.

9. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is disclosed separately in this Annual Report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of subsections (3) (c) and (5) of Section 134 of the Act that:

a) In preparation of the Financial Statements for the financial year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for year ended on that date;

c) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) The Financial Statements of the Company had been prepared on a going concern basis;

e) We have laid down Internal Financial Controls to be followed by the Company which are adequate and operating effectively; and

f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on date of this report, the Company has five Directors, out of those two are Independent Directors including one Woman Director.

a) Re-appointment of Mr. Radhakrishnan Sundar (DIN: 00533952) as Executive Director of the Company

The Members of the Company had appointed Mr. Radhakrishnan Sundar to hold the office as an Executive Director of the Company up to May 31, 2018. Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on May 14, 2018, re-appointed. Mr. Radhakrishnan Sundar as the Executive Director for

a further term of 3 years with effect from June 1, 2018 till May 31, 2021, subject to approval of shareholders at the ensuing Annual General Meeting ("AGM").

Keeping in view that Mr. Radhakrishnan Sundar has rich and varied experience in the industry and has been involved in the operations of the Company over a long period of time, it would be in the interest of the Company to continue the employment of Mr. Radhakrishnan Sundar as the Executive Director. The Board recommends the same for member''s approval at the ensuing AGM.

b) Retirement by rotation

Mr. Ketan Mehta (DIN: 00129188) Non-Executive Director retires by rotation at the forthcoming AGM and being eligible, offers himselffor reappointment.

c) Independent Directors

During the year under review, Dr. Arun Maheshwari (DIN: 01682147) resigned as an Independent Director from the Board with effect from August 3, 2017. All Independent directors have furnished declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act.

d) Key Managerial Personnel

Key Managerial Personnel for the financial year 2017-18

- Mr. Farid Kazani (DIN: 06914620)- Managing Director

- Mr. Radhakrishnan Sundar (DIN: 00533952) -Executive Director

- Mr. Kunal Karan - Chief Financial Officer

- Mr. Nishant S. Shirke - Company Secretary

During the year under review, there was no change in the Key Managerial Personnel.

Mr. Nishant S. Shirke ceased to be the Company Secretary of the Company w.e.f. April 17, 2018. Based on recommendations of the Nomination and Remuneration Committee, the Board, at its meeting held on May 14, 2018, appointed Mrs. Varika Rastogi as the Company Secretary of the Company with effect from May 14, 2018.

e) Number of Board meetings

The Board of Directors of the Company met seven times during the financial year 2017-18. The details of the Board meetings and the attendance of the Directors, are given in Corporate Governance Report, which forms part of this report.

12. COMMITTEES OF THE BOARD

Your Company has duly constituted the Committees required under the Act read with applicable Rules made under and the SEBI Listing Regulations.

The Company has an Audit Committee with the constitution, powers and role as are prescribed under Section 177 of the Act and Regulation 18 of the Listing Regulations. The Constitution of the Audit Committee and its powers & role are mentioned in the Corporate Governance Report which is a part of this Annual Report.

The other statutory committees of the Board are given below:

i) Investors'' Grievances and Stakeholders'' Relationship Committee

ii) Nomination and Remuneration Committee

iii) Corporate Social Responsibility Committee

Details with regard to composition, powers, role, meetings held and attendance of members at such meetings of the relevant Committee are provided in the Report on Corporate Governance which forms part of this Annual Report.

13. BOARD''S PERFORMANCE EVALUATION

In compliance with requirement of the provisions of Section 178 of the Act read with Rules framed there under and Schedule IV to the Act as well as Regulation 17 (10) of the SEBI Listing Regulations, the performance evaluation of the Board as a whole and individual directors was carried out during the year under review. As a best practice, the method of formal performance evaluation combines Internal Assessment and Assessment by external expert(s). The Company had adopted the same methodology for carrying out Board Evaluation exercise.

With the help of an outside expert, a structured questionnaire was prepared, after taking into consideration, inputs received from the Directors, covering various aspects of the Board''s functioning such as Board Structure & Development, Board Meetings & Materials, Key Board Responsibilities & Reporting, Board Management Relationship, Board Committees'' Effectiveness, Board Mission.

The outcome of the evaluation of the Board was discussed at the meeting of Nomination and Remuneration Committee in detail.

14. NOMINATION AND REMUNERATION POLICY

The Company has a policy on remuneration of Directors and Key Managerial Personnel. The policy is approved by the Nomination and Remuneration Committee and the Board of Directors.

This policy is available on website of the Company and the link for the same is provided below: https://ir.majesco.com/ policies/.

15. PEOPLE PRACTICES

Majesco Group deploys its intellectual capability to create and deliver intellectual property-driven solutions that make a positive business impact for its global clients. For this, the key success enabler and most vital resource is world-class talent. Majesco Group continually undertakes measures to attract and retain such high quality talent.

The Human Resources team has been on a path of continuous progress and improvement, constantly on the lookout for creating better employees experience over the last year.

Employee Friendly Policies: A significant step taken during the year 2017-18 towards better employee experience was to bring in changes to various HR policies to make them more employee friendly. Starting from 8 days'' work-from-home in a month to half day compensatory off, myriad policy tweaks were brought in. These changes have been welcomed by employees with open arms.

CHORDS: Teams to work effectively, often need some external stimuli and intervention. Team building can be an effective tool to bring the team members together, learn and function better to improve communication, productivity and other desirable attributes. HR team has facilitated multitude of these sessions across different projects and Business Unit''s with participants ranging from Software Engineer to Senior Vice President.

Geek Cafe: Continuous learning plays an important role in improving productivity. Geek Cafe is an initiative to leverage the expertise within to build a better knowledge base and help employees improve their technical and functional capabilities. HR team has been introducing this in various Business Unit''s across offshore.

Annual Awards: Employees'' recognition plays a key role in keeping morale up and employees engaged. While there were quarterly awards and SPOT awards, there was a need to introduce something to bring in more excitement and anticipation. Keeping this into consideration, the ''Annual Awards'' were launched - a whole new categories of awards to recognize excellence, innovation & team spirit along with sizeable rewards for the winners.

Work ethics awareness campaign: Strong work ethics speak volumes about an organization and its culture. HR team took up an awareness campaign to share information about desired work ethics at Majesco and its importance.

Policy awareness campaign: Majesco has many employee benefit policies but not all employees are aware of them. Hence a policy awareness campaign was initiated wherein each month, one policy gets highlighted.

You matter! Upwards feedback: In line with Majesco value of ''Openness & Transparency'' wherein we would like to encourage upwards feedback so as to help build a strong leadership team, HR team rolled out a new initiative called ''You Matter!''

Fun-n-Joy & Majesco United: In addition to celebrating the traditional events and festivals, a host of new events was added such as International Men''s Day, Majesco Anniversary Week, Red FM Corporate Hungama, BrainBout, Back to School, etc.

As on March 31, 2018, Majesco Group had a total head count of 2,472 (including contractors'' employees). The Directors wish to place on record their appreciation for the contributions made by employees to the Company during the year under review.

16. INTERNALCONTROLSYSTEM

A strong internal control system is pervasive in the Company. The Company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting.

17. INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations.

During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has a robust financial closure, certification mechanism for certifying adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.

18. STATUTORY AUDITORS AND THEIR REPORT

At the 2nd AGM held on April 30, 2015, M/s. Varma & Varma, Chartered Accountants have been appointed as the Statutory Auditors of the Company for a period of five years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

Further, the report of the Statutory Auditors is provided in the financial section of the Annual Report. The observations made in the Auditors'' Report are self-explanatory and not contain any qualification. Therefore, it does not call for any further comments.

19. SECRETARIALAUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Abhishek Bhate & Co. Practicing Company Secretary, Thane has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure - II to this report. The report is self-explanatory and does not contain any qualification. Therefore, it does not call for any further comments.

20. INTERNALAUDITORS

As required under Section 138 of the Act and Rule 13 of the Companies (Accounts) Rules, 2014, the Internal Audit function is carried out by M/s. Suresh Surana & Associates LLP, Chartered Accountants. The Internal Auditors present their report to the Audit Committee. The scope, functioning, periodicity and methodology for conducting the internal audit has been formulated in consultation with the Audit Committee.

21. RISK MANAGEMENT

The Company has constituted a Risk Management Committee to frame, implement and monitor Risk Management Plan of the Company. The Audit Committee quarterly reviews the risks and remedial measures taken. The risks are identified and discussed by Committee at its meeting at regular intervals. The various risks are categorized as High risk, Medium risk and Low risk and appropriate steps/ measures are taken/ initiated, to mitigate the identified risks from time to time.

22. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees, investments covered under provisions of Section 186 of the Act are provided in the notes to the Financial Statements.

23. RELATED PARTYTRANSACTIONS

All Related Party Transactions during the financial year under review, were at arm''s length basis and are in compliance with the applicable provisions of the Act and SEBI Listing Regulations. There were no material significant related party transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.

All the Related Party Transactions are presented to the Audit Committee and Board for their approval. Omnibus approval is given by Audit committee for the transactions which are foreseen and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee and Board on quarterly basis, specifying the nature, value and terms and conditions of the transactions. The said transactions are approved by Audit Committee as well as by Board.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at https:// ir.majesco.com/policies/.

Details of related party transactions is provided in Form AOC-

2, enclosed as Annexure - III to this report.

24. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year ended March 31, 2018.

25. EXTRACTOFANNUALRETURN

Pursuant to Section 92(3) of the Act, the extract of annual return in Form MGT-9 is enclosed as Annexure - IV to this report.

26. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the requirement of the Act and the SEBI Listing Regulations, the Company has established a Whistle Blower Policy/ Vigil mechanism and the same is placed on the Company''s website at https://ir.majesco.com/policies.

The employees of the company are made aware of the said policy at the time of joining the Company.

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

The Company follows a strict zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, for prevention and redressal of complaints of sexual harassment at workplace.

During the financial year 2017-18, the Company has not received any complaint on sexual harassment.

28. EMPLOYEE STOCK OPTIONS

The Board of Directors hereby confirm that there is no material change in the ESOP scheme plan I of the Company and the ESOP plan is in compliance with the SEBI (Share based Employee Benefits) Regulations, 2014. The required disclosure is enclosed as Annexure - V.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Act, the Board of Directors of the Company has formed a Corporate Social Responsibility Committee. The composition of CSR Committee and brief outline of the CSR policy of the Company with the initiative undertaken by the Company on CSR activities during the year are set out in Annexure - VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy is available on the website of the Company at https://ir.majesco.com/policies.

30. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required in terms of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is given below:

A. Information as per Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of the Directors

Ratio to median remuneration

Executive Directors

Mr. Farid Kazani

22.87

Mr. Radhakrishnan Sundar

3.54

Non-Executive Directors

Mr. Venkatesh N. Chakravarty

Not Applicable

Mr. Ketan Mehta

Not Applicable

Dr. Arun Maheshwari

Not Applicable

Mrs. Madhu Dubhashi

Not Applicable

b) The percentage of increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year:

Name of the Directors / Key Managerial Personnel

% increase in remuneration* in the financial year 2017-18

Mr. Farid Kazani

12.1%

Mr. Radhakrishnan Sundar

NIL

Mr. Venkatesh N. Chakravarty

Not Applicable

Dr. Arun Kumar Maheshwari

Not Applicable

Mr. Ketan Mehta

Not Applicable

Mrs. Madhu Dubhashi

Not Applicable

Mr. Kunal Karan, Chief Financial Officer

21.7%

Mr. Nishant S. Shirke, Company Secretary

19.6%

*Remuneration comprises ofGross Salary, Contribution to Provident Fund,

Superannuation Fund & National Pension Scheme and Incentive.

c) Percentage of increase in the median remuneration of employees during the financial year ended March 31, 2018: 2.4%

d) Number of permanent employees on the rolls of the Company as on March 31, 2018:110 employees

e) Average percentage increase made in the salaries of employee other than the Managerial Personnel in the financial year was 11% vis a vis increase of 11.8% in the salaries of Managerial Personnel.

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company

B. Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The statement containing particulars of employees in terms of remuneration drawn is provided in a separate annexure forming part of this report. However, having regard to Section 136 of the Act, the Annual Report, excluding the aforesaid annexure, is being sent to all the members of the Company and other entitled thereto. The said annexure is open for inspection at the registered office of the Company. Any member interested in obtaining these particulars will be provided with the same, upon receipt of a written request delivered at the registered office of the Company.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations.

32. PUBLIC DEPOSITS

Your Company has not accepted any deposits from public in terms of Section 73and/or74of the Act.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO

(a) Conservation of energy: As a software Company, energy costs constitute a small portion of the total cost and there is not much scope for energy conservation.

(i)

the steps taken or impact on conservation of energy.

(ii)

the steps taken by the company for utilizing alternate sources of energy

Not

Applicable

(iii)

the capital investment on energy conservation equipments

(b) Technology absorption:

(i)

the efforts made towards technology absorption

Not

Applicable

(ii)

the benefits derived like product improvement, cost reduction, product development or import substitution

(iii)

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

(a) the details of technology imported

(b) the year of import

(c) whether the technology been fully absorbed

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

(iv)

the expenditure incurred on Research and Development

Rs. 1.37 Crores (Rs. 1.08 Crores for FY 2016-17)

(c) Foreign exchange earnings and outgo

Total foreign exchange used and earned by Majesco Limited

_''in Lakhs

Year ended

Year ended

March 31,

March 31,

2018

2017

Exchange used

157

7

Exchange earned

31

70

34. CORPORATE GOVERNANCE

The Company has complied with Corporate Governance requirement as prescribed under the Act and the SEBI Listing Regulations. A separate section on Corporate Governance practices followed by the Company together with the certificate from M/s. Abhishek Bhate & Co., Practicing Company Secretary, appearing elsewhere in this report, forms an integral part of this report.

35. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings (SS-1) and General Meetings (SS-2).

36. ACKNOWLEDGMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers and shareholders of the Company for their continued support.

Your Directors also thank the Central and State Governments and other statutory authorities for their continued support.

For and on behalf of the Board Majesco Limited

Farid Kazani Venkatesh N. Chakravarty

Managing Director Non-Executive Chairman & Independent Director

DIN:06914620 DIN:01102892

Date: May 14, 2018

Place: Navi Mumbai


Mar 31, 2017

Dear Shareholders,

The Directors present the Annual Report of Majesco Limited (the Company) along with the audited financial statement for the financial year ended March 31, 2017. The Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS-CONSOLIDATED RESULTS OF MAJESCO LIMITED AND ITS SUBSIDIARIES

Rs. in Lakhs

Particulars

Year ended March 31, 2017

Year ended March 31, 2016

Revenue from operations

Information technology services

81,334.57

73,957.92

Other operating revenue

1,415.97

1,757.34

Total operating revenue

82,750.54

75,715.26

Other income

899.56

908.14

Total revenue

83,650.10

76,623.40

Expenses

78,262.18

74,724.29

Depreciation and amortization expenses

2,607.06

1,785.94

Finance costs

555.60

428.18

Exceptional items

266.1

457.59

Profit/ Loss before tax

1,959.15

(771.60)

Tax expense/(credit)

19.78

(1,502.36)

Profit/(Loss) after tax

1,939.37

730.77

FINANCIAL RESULTS-MAJESCO LIMITED

Rs. in Lakhs

Particulars

Year ended March 31, 2017

Year ended March 31, 2016

Revenue from operations

Information technology services

1,527.07

1,238.38

Other operating revenue

33.05

3.93

Other Income

1,501.75

1,514.56

Total Revenue

3,061.87

2,756.87

Expenses

2,507.65

1,745.85

Depreciation and amortization expenses

81.40

23.49

Finance costs

55.74

0.47

Exceptional items

225.41

152.37

Profit before tax

191.67

834.69

Tax expense/(credit)

(44.99)

213.48

Profit after Tax

236.66

621.21

Add: Loss brought forward from previous year

20,962.20

(3.03)

Transfer pursuant to the Scheme of Arrangement

-

20,344.01

Profit available for appropriation

236.66

20,962.19

Balance carried to balance sheet

21,198.85

20,962.19

2. RESULTS OF OPERATIONS

A) Majesco consolidated operations Financials

On a consolidated basis, the Group registered total operating revenue of Rs. 82,750.54 lakhs for the year ended March 31, 2017 as compared to Rs.75,715.26 lakhs for the year ended March 31, 2016.

The Group earned a net profit of Rs.1,939.37 lakhs for the year ended March 31, 2017 as compared to net profit of Rs. 730.77 lakhs for the year ended March 31, 2016.

Breakup of the Operating revenue by regions

Region

Year ended March 31, 2017

Year ended March 31, 2016

Rs. in Lakhs

% of Revenue

Rs. in Lakhs

% of Revenue

North America

73,135.39

88.38

66,149.07

87.36

UK

5,585.98

6.75

5,864.69

7.75

Others (India/ Asia Pacific)

4,029.17

4.87

3,701.50

4.89

Total Operating Revenue

82,750.54

100.00

75,715.26

100.00

Breakup of the Operating Revenue by offerings

Offering

Year ended March 31, 2017

Year ended March 31, 2016

Rs. in Lakhs

% of Revenue

Rs. in Lakhs

% of Revenue

License

2,318.83

2.80

6,086.70

8.03

Professional Services

52,355.79

63.27

45,724.60

60.39

Cloud

15,894.22

19.21

13,274.85

17.54

Support

12,181.70

14.72

10,629.11

14.04

Total Operating Revenue

82,750.54

100.00

75,715.26

100.00

Breakup of Operating Revenue by Line of Business

Line of Business

Year ended March 31, 2017

Year ended March 31, 2016

Rs. in Lakhs

% of Revenue

Rs. in Lakhs

% of Revenue

Property & Casualty

67,001.08

80.96

58,989.75

77.90

Life & Annuities

14,461.77

17.48

14,560.44

19.23

Non - Insurance

1,287.69

1.56

2,165.07

2.84

Total Operating Revenue

82,750.54

100.00

75,715.26

100.00

B) Majesco Standalone Operations

On a standalone basis, Majesco reported a total income of Rs.3,061.87 lakhs for the year ended March 31, 2017 as compared to Rs.2,756.87 lakhs for the year ended March 31, 2016. The Company made a Net profit of Rs.236.66 lakhs for the year ended March 31, 2017 as compared to Net profit of Rs.621.21 lakhs for the year ended March 31, 2016.

3. INDUSTRY SCENARIO

Today information technology (IT) industry is re-imagining itself to become the digital solutions partner globally. It continues to be the ligament of ongoing innovation and disruption. According to Nasscom, India''s IT-BPM industry is projected to grow ~8% in FY2017 to USD 154 billion. Indian IT services is expected to reach USD 80 billion in FY2017 as service providers are converting from process and delivery driven to strategic and transformational solution providers. Nasscom has projected global IT-BPM industry to increase to USD 4 trillion by CY2025, a CAGR of 3.6% for the forecast period of CY2015 - CY2025 driven by the adoption of digital technologies. India''s IT-BPM sector is projected to reach USD 200-225 billion revenue by FY2020 and USD 350-400 billion by FY2025.

According to Gartner, Worldwide IT spending is forecast to total USD 3.46 trillion in CY2017, an increase of 1.4% over CY2016 spending of USD 3.41 trillion. By CY2018, spending is forecast to exceed USD 3.56 trillion, a growth of 2.9% over CY2017 spending. Gartner has forecasted the global IT services spending to grow at 2.3% in CY2017, down from 3.6% growth in CY2016. India''s share in the global IT spend has been increasing gradually touching the double-digit mark, 10% in FY2016 from 7.2% in FY2012. According to Celent, global insurance IT spending is estimated to reach to USD

184.8 billion in CY2017 and USD 208.1 billion in CY2018. Three overarching trends - digitalization, data analytics, and legacy and ecosystem transformation are dominating investments.

Moderate global economic growth is expected to support insurance sector growth over the next two years. According to Swiss Re''s publication Global insurance review and outlook for 2017/18 report, growth in global non-life premiums is forecast to fall slightly from 2.4% in CY2016 to 2.2% in CY2017 and accelerate to 3.0% in CY2018. In the life insurance sector, global premiums are expected to grow by 4.8% in CY2017 and 4.2% in CY2018. The premium growth is expected to be driven by emerging markets. An improvement in commodity prices and strengthening economic activity is expected to stimulate the demand for insurance from the emerging regions. In Advanced market, premiums are expected to grow by 2.1% in CY2017 and CY2018. Today in the disruptive technology environment, large number of insurers are investing in building digital infrastructure and striving for growth by developing new business models using digital platforms. However, insurers are yet to fully capitalize upon the transformative power of digital technology, and many are still struggling to develop digital strategies that align with their business objectives. The insurance industry recognizes the need to overhaul traditional business models, to capitalize on the advantages of digital technology and respond to the challenges of digital disruption. The future of the insurance business lies in technology-driven processes restructuring. Internet of Things (loT), cloud computing, digital integration and big data environments are opening more opportunities for the insurance companies. The major shift in consumer patterns in the last few years has forced the insurance industry to move forward and adapt the new digital age. Most of the insurers have started investing in SMAC (Social, Mobile, Analytics and Cloud) to stay competitive with the changing technology environment. Today Cloud computing is playing vital role in transforming insurance industry. Cloud computing enables insurers to reduce cost by using pay-as-use models and enhance business agility without compromising customer data and security. It helps to remove the complexity of on-premises deployment and management. Thus, in CY2017 insurers are expected to deploy their services rapidly giving high priority to consumers changing demand to stay competitive and ensure a successful digital evolution.

4. BUSINESS OUTLOOK

Majesco continues to focus exclusively on serving the global insurance industry with core business solutions and consulting services that help modernize and bring change to Property and Casualty (P&C), Life and Annuity (L&A), and Group insurance carriers. Insurers clearly recognize that the insurance industry is changing and that they need to adapt to enable growth and remain competitive. In this new landscape, modernizing legacy systems provides the "table stakes" foundation to enable innovation and speed to market for new products, channels, and processes, in response to fast changing customer expectations, needs and risk profiles. Today''s new market paradigm requires a modern foundation with expanding digital and data capabilities, enabling an insurance renaissance not unlike other industries, the insurance industry is rapidly evolving and changing. As insurance customer expectations change, so do the carriers'' requirement to respond quickly with lower risk and speed-to-value business platforms that provide the ability to innovate new products, reach new markets, create new customer experiences, and liberate different business models.

In this rapidly evolving environment, undertaking multi-year, multi-million dollar transformation programsto replace legacy systems no longer serves the need of carriers. As a result, Majesco proactively began realigning its business strategy to this market shift to focus on speed to value using our cloud based platform, Majesco Cloudlnsurer. The Company believes this platform will lead the next wave of innovation and investment in insurance. With the Majesco Cloudlnsurer platform, the company has successfully partnered with over 30 clients, including existing legacy insurers, new startups or greenfields backed by existing insurers or by venture capital funds to empower their business strategies by helping them innovate, grow and transform their business models to capture the opportunities today and in the future

The industry is also in the midst of a market shift that is pushing a some-times slow-to-adapt industry by challenging the traditional business assumptions, operations, processes and products of the last 50 years. The digital age shift in insurance is separating the insurance business models of the past 50 years that have been based on the business assumptions, products, processes, channels of the Silent and Baby Boomer generations from those of the next generation, the Millennial and Gen Z, as well as many in Gen X. This shift indicates that the business models of the past will not meet the needs or expectations ofthe future.

Building these new business models will continue to intensify. Majesco is increasingly working with existing insurers and reinsurers who are taking new paths to capture the next generation of customers and position themselves for growth and sustainable agility across the new insurance landscape. Because new competitors don''t play by the traditional rules of the past, insurers need to be a part of rewriting the rules for the future. There is less risk in a game where you write the rules.

The IBM - Majesco partnership has successfully kicked off with the inception work with a Tier 1 insurer, specifically on a platform-as-a-service model. The company views this partnership as a strategic avenue for growth in the future.

The Company also expects good growth coming from its consulting services that support business process transformation as well as data and digital needs of the market.

In the new fiscal year, the company is enthused about the strategy, the market potential of its portfolio of solutions, its cloud platform and Partner Ecosystem, and expanding partnership with IBM around cognitive, core and cloud that help differentiate Majesco''s value proposition for current and prospective customers. The company expects momentum in the cloud business will remain strong as it takes advantage of the shift underway in insurance software. It also expects to see improvement in non-cloud business as demand increases for Majesco''s data and digital solutions.

The company has an excellent leadership team and an exceptional workforce that continues to drive growth while expanding the existing customer relationships. It will continue to focus on enhancing the capabilities of its product offerings, data and digital offerings and investing in its sales and marketing engine. As a result, the company expects that it will experience a reacceleration in growth in fiscal 2018

5. RESERVES

Rs. 236.66 Lakhs is proposed to be transferred to reserves for the year ended March 31, 2017.

6. DIVIDEND

To conserve cash resources for future business operations, the Directors do not propose a dividend for the year ended March 31, 2017.

7. HUMAN RESOURCES

Majesco Group deploys its intellectual capability to create and deliver intellectual property (IP)-led solutions that make a positive business impact for its global clients. For this, the key success enabler and most vital resource is world-class talent. Majesco Group continually undertakes measures to attract and retain such high quality talent.

As on March 31, 2017, Majesco Group had a total Head count of 2163. The Directors wish to place on record their appreciation for the contributions made by employees to the Company during the year under review.

8. DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATES

Your Company has one direct subsidiary and eight step down subsidiaries as on March 31, 2017, the names of which are as under:

Rs. in Lakhs

Name ofSubsidiary

Date of

Country

Business

Total Income

Net Profit

Incorporation

As on March 31, 2017

As on March 31, 2016

As on March 31, 2017

As on March 31, 2016

Majesco

April 7,1992

USA

Information Technology Services

18,360.10

16,833.56

(3,124.81)

(1,846.60)

Step Down Subsidiary

Majesco Software and Solutions Inc.

June 3, 1991

USA

Information Technology Services

35,477.54

36,338.06

(90.87)

262.53

Cover-All Systems Inc.

October 26, 1989

USA

Information Technology Services

18,312.62

11,661.33

4,671.83

1,402.86

Majesco Canada Ltd.

February 9, 2009

Canada

Information Technology Services

1,171.66

1,427.54

(199.15)

89.02

Majesco Sdn Bhd.

April 29, 2000

Malaysia

Information Technology Services

2,429.62

2,410.19

37.55

21.52

Majesco Asia Pacific Pte Ltd.

March 26, 1991

Singapore

Information Technology Services

39.42

124.97

(32.64)

(7.19)

Majesco (Thailand) Co. Ltd.

February 5, 2007

Thailand

Information Technology Services

NIL

NIL

(62.29)

(30.49)

Majesco Software and Solutions India Private Ltd.

October 22, 2014

India

Information Technology Services

23,615.50

20,868.67

397.5

(75.05)

Majesco (UK) Ltd.

October 23, 2014

UK

Information Technology Services

5,585.98

5,966.40

65.11

188.20


9. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

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

b. Accounting policies selected have been applied consistently. Reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at end of March 31, 2017 and of the profit of the Company for the year ended on that date.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

d. The Annual accounts of the Company have been prepared on a going concern basis.

e. Internal Controls have been laid down to be followed by the Company and such internal controls are adequate and were operating effectively; and

f. Systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Re- appointment of Mr. Farid Kazani as Managing Director of the Company

The Members ofthe Company had appointed Mr. Farid Kazani to hold the office as Managing Director up to May 31, 2018. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors has, by a resolution passed at its meeting held on July 3, 2017, re-appointed him as the Managing Director for a further term of [3] years with effect from July 4, 2017 till July 3, 2020.

Keeping in view that Mr. Farid Kazani has rich and varied experience in the industry and has been involved in the operations of the Company over a long period of time, it would be in the interest of the Company to continue the employment of Mr. Farid Kazani as the Managing Director.

The Board recommend the same for members approval.

b. Retirement by rotation of Mr. Radhakrishnan Sundar (DIN 00533952), Executive Director

Mr. Radhakrishan Sundar, Executive Director retires by rotation at the forthcoming Annual General Meeting and is being eligible, offers himself for reappointment.

c. Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. Venkatesh Chakravarty (DIN 01102892), Ms. Madhu Dubhashi (DIN 00036846), Dr. Arun Maheshwari (DIN 01682147) were appointed as Independent Directors at the Annual General Meeting of the Company held on April 30, 2015 for term of five (5) years from May 1, 2015 to April 30, 2020. They have submitted a declaration that each of them meet the criteria of independence as provided in Section 149

(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as an independent director during the year.

During the year, non-executive directors ofthe Company had no pecuniary relationship or transactions with the Company, other than sittng fees, and reimbursement of expenses incurred by them for the purpose of attending meetings ofthe Company.

d. Key Managerial Personnel

The following employees were Key Managerial Personnel for the year 2016-17

- Mr. Farid Kazani- (DIN 06914620) Managing Director

- Mr. Radhakrishnan Sundar- (DIN 00533952) Executive Director

- Mr. Kunal Karan- Chief Financial Officer

- Mr. Nishant Shirke- Company Secretary

11. EVALUATION OF THE BOARD''S PERFORMANCE

In compliance with requirement of the provisions of Section 178 of the Companies Act, 2013 read with Rules framed there under and provisions of Schedule IV to the Act as well as Regulation 17 (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("LODR"), the performance evaluation of the Board as a whole and individual director was carried out during the year under review.

With the help of outside expert, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

12. COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION

The Company has a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board.

The policy covers:

1. Directors'' appointment and remuneration; and

2. Remuneration of Key Managerial Personnel and other employees.

The more details on the same are given in the Corporate Governance Report, which forms part of Directors'' Report.

13. INTERNALCONTROLSYSTEM

A strong internal control system is pervasive in the Company. The Company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability offinancial reporting.

14. INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations.

During the year, such controls were tested and no reportable materials weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has adopted accounting policies which are in line with the Accounting Standards and Act. These are in accordance with generally accepted accounting principle in India. Changes in policies, if required, are made in consultation with the Auditors and are approved by the Audit Committee.

The Company has a robust financial closure, certification mechanism for certifying adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.

15. NUMBER OF BOARD MEETINGS

The Board of Directors met 6 (Six) times during the year 2016-2017. The details of the Board meetings and the attendance of the Directors, please refer to the Corporate Governance Report, which forms part of this report.

16. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS

The details of the familiarization program of Independent Directors are available on the website of the Company at https://ir.majesco.com/investor-communications/.

17. AUDIT COMMITTEE

The details in respect to composition of audit committee are included in the Corporate Governance Report, which forms of this report.

18. STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

At the 2nd Annual General Meeting (AGM) held on April 30, 2015, the M/s. Varma & Varma, Chartered Accountants have been appointed as the Statutory Auditors ofthe Company for a period of 5 years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

Further, the report of the Statutory Auditors is enclosed to this report. The observations made in the Auditors'' Report are self-explanatory and does not contain any qualification. Therefore, it does not call for any further comments.

19. SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act 2013, and Rules made there under, M/s. Abhishek Bhate & Co. Practicing Company Secretary, Thane has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure IV to this report. The report is self-explanatory and does not contain any qualification. Therefore, it does not call for any further comments.

20. CHANGE IN SHARE CAPITAL

During the year, the Company allotted 3,10,634 Equity Shares of face value of Rs. 5/- each for a total nominal value of who exercised their vested Employee Stock Options. These Equity Shares rank pari passu in all respects with the existing Equity Shares of the Company.

As on March 31, 2017, the issued, subscribed and paid up share capital of your company stood at Rs.11,68,15,175/comprising 2,33,63,035 Equity shares of Rs. 5/- each.

21. RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan of the Company. The Audit Committee, quarterly reviews the risks and remedial measures taken. The risks are identified and discussed by Risk Committee at its meeting at regular intervals. The various risks are categorized as High risk, Medium risk and Low risk and appropriate steps/ measures are taken/initiated to mitigate the identified risks from time to time.

22. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

Details of Loans, guarantees, Investments covered under provisions of Section 186 of the Companies Act, 2013 are given in the notes 11,16, and 27 to the financial statements.

23. RELATED PARTYTRANSACTIONS

All the Related Party Transactions are entered into on arm''s length basis and are in compliance with the applicable provisions of the Act and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. There are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.

All the Related Party Transactions are presented to the Audit Committee and Board for their approval. Omnibus approval is given by Audit committee for the transactions which are foreseen and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee and Board on quarterly basis, specifying the nature, value and terms and conditions of the transactions. The said transactions are approved by Audit Committee as well as by Board.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at https:// ir.majesco.com/policies/.

Detailed explanation on transactions with related parties is given in Annexure I.

24. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year ended March 31, 2017.

25. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiative undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The Policy is available on the website of the Company at https://ir.majesco.com/policies

26. EXTRACTOFANNUALRETURN

Pursuant to section 92(3) of the Companies Act, 2013 (''the Act'') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return is given in Annexure III.

27. MANAGEMENT OF RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

In compliance with the requirement of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Whistle Blower Policy /Vigil mechanism and the same is placed on the Company''s web site at https:// ir.majesco.com/policies/

The employees of the company are made aware of the said policy at the time of joining the Company.

28. EMPLOYEE STOCK OPTIONS

The Board of Directors confirms that there is no material change in the ESOP scheme plan I of the Company is in compliance with SEBI guidelines. The required disclosures is enclosed as Annexure V.

29. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required in terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 are given below:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of the Director

Ratio to median remuneration

Executive Directors:

Mr. Farid Kazani

20.89

Mr. Radhakrishnan Sundar

3.23

Non-Executive Director

Mr. Venkatesh Chakravarty

Not Applicable

Mr. Ketan Mehta

Not Applicable

Dr. Arun Maheshwari

Not Applicable

Ms. Madhu Dubhashi

Not Applicable

b) The percentage of increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year:

Name of the Director / Kmp’s

% increasing in remuneration in the financial year

Director, Chief Financial Officer, and Company Secretary

Mr. Farid Kazani

18.5%

Mr. Radhakrishnan Sundar

NIL

Mr. Venkatesh Chakravarty

Not Applicable

Dr. Arun Kumar Maheshwari

Not Applicable

Mr. Ketan Mehta

Not Applicable

Ms. Madhu Dubhashi

Not Applicable

Mr. Kunal Karan, Chief Financial Officer

26.4%

Mr. Nishant S. Shirke, Company Secretary

11.0%

c) Percentage of increase in the median remuneration of employees in the Financial Year March 31, 2017 - 6.3%

d) The number of permanent employees on the rolls of the Company as on March 31, 2017:109 employees

e) Average percentage increase made in the salaries of the Employees other than the Managerial Personnel in the Financial Year was (8.6%) vis a vis increase of 12.86% in the salaries of Managerial Personnel.

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirm that the remuneration is as per the remuneration policy of the Company.

g) The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations:

31. PUBLIC DEPOSITS

Your Company has not accepted any deposits from public in terms of Section 73 and/or 74 of the Companies Act, 2013.

32. MANAGEMENT DISCUSSION AND ANALYSIS

(a) Conservation of energy: As a software Company, energy costs constitute a small portion of the total cost and there is not much scope for energy conservation.

(i)

the steps taken or impact on conservation of energy.

NA

(ii)

the steps taken by the company for utilizing alternate sources of energy

(iii)

the capital investment on energy conservation equipment''s

(b) Technology absorption: Not Applicable

(i)

the efforts made towards technology absorption

(ii)

the benefits derived like product improvement, cost reduction, product development or import substitution

(iii)

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

NA

(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

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

(iv)

the expenditure incurred on Research and Development

(c) Foreign exchange earnings and outgo

Total foreign Exchange used and earned by Majesco Limited

Rs. in Lakhs

Year ended

Year ended

March 31,

March 31,

2017

2016

Exchange used

6.43

10.90

Exchange Earned

69.71

-

33. CORPORATE GOVERNANCE

The Company has complied with Corporate Governance requirement under the Companies Act, 2013 and as per LODR. A separate section on Corporate Governance practices followed by the Company together with the Certificate from M/s. Abhishek Bhate & Co., Practicing Company Secretary, appearing elsewhere in this report, forms an integral part of this report.

34. ACKNOWLEDGMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers ofthe Company for their continued support.

Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support.

For and on behalf of the Board

Majesco Limited

Farid Kazani Venkatesh Chakravarty

Managing Director Non-Executive Chairman

DIN: 06914620 & Independent Director

DIN:01102892

Date: July 3, 2017

Place: Navi Mumbai

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