MAJESCO Directors Report

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

CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.
“2019 © COPYRIGHT DYNAMIC EQUITIES PVT. LTD.”

Disclaimer: There is no guarantee of profits or no exceptions from losses. The investment advice provided are solely the personal views of the research team. You are advised to rely on your own judgment while making investment / Trading decisions. Past performance is not an indicator of future returns. Investment is subject to market risks. You should read and understand the Risk Disclosure Documents before trading/Investing.

Disclosure: We, Dynamic Equities Private Limited are also engaged in Proprietory Trading apart from Client Business. In case of any complaints/grievances, clients may write to us at compliance@dynamiclevels.com

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