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Directors Report of Madhusudan Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting the Annual Report together with the Statement of Accounts of your Company for the year ended 31st March, 2015.

Performance

The summary of your Company's financial performance is given below:

Year ended Year ended March 31, 2015 March 31, 2014 (Rs. in lacs) (Rs. in lacs)



Profit before Depreciation and Taxes 40.01 70.99

Deducting therefrom Depreciation 22.39 12.89

Profit before tax and Exceptional item 17.62 58.10

Deducting therefrom taxes of:

- Current Tax — —

- Deferred Tax — —

Profit after tax 17.62 58.10

Add: Balance brought forward from previous year (-)691.97 (-) 750.08

Amount available for Appropriations (-)674.35 (-) 691.97

The proposed appropriations are :

1. Proposed Dividend — —

2. Tax on proposed Dividend — —

3. Debenture Redemption Reserve — —

4. Balance Carried forward (-) 674.35 (-) 691.97

Total (-) 674.35 (-) 691.97

Review of Company's Performance

The company continued with the horticulture operations during the year. Production of green capsicum continued and the total production during the year was 17.37 MT. We have also produced vegetables and Madhukamini in the open space available at the factory premises. As the life of green houses is over, it is not viable to continue the horticulture operations. Therefore, it is decided to discontinue the production of horticulture products. The rental income of godowns was Rs.86.17 lac during the year. The rental income will continue to be a recurring source of revenue in the coming years.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the BSE Limited and the Companies Act, 2013, Report on Corporate Governance along with the Auditors' certificate on its compliance have been included in this Annual Report as a separate annexure.

Directors' Responsibility Statement

In compliance of Section 134 (5) of the Companies Act, 2013, the Directors of your Company confirm:

* that in the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures;

* that such accounting policies have been selected and applied 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 on March 31,2015 and of the Profit of the Company for the year ended on that date.

* that 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 fraud and other irregularities;

* that the annual accounts have been prepared on a going concern basis.

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

* that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Dividend

Your Directors have not recommended any dividend, as consolidation and restructuring process is underway.

Share Capital

The paid up Equity Share Capital as on 31st March, 2014 and as on 31st March, 2015 was Rs. 268.75 lacs. During the year under review, the Company has not issued any shares.

No shares with differential voting rights, stock options or sweat equity shares were issued by the Company during the year under review.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

The information required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as a separate Annexure.

Exchequer

The Company has contributed Rs.11.01 lac to the exchequer by way of Income tax, VAT and other fiscal levies.

Fixed Deposits

The Company has not accepted fixed deposit falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Managerial Remuneration and Employees

Details required pursuant to Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are enclosed as a separate Annexure.

The Company has no employee as specified under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, hence, there is no information required to be provided in this regard.

Directors

Members at the Annual General Meeting held on 26.09.2014 have appointed Shri Rajesh B. Shah, Shri Prem Chand Surana and Smt. Rutva Acharya as Independent Directors of the Company to hold office for five consecutive years for a term up to 31st March, 2019 (they will not retire by rotation).

Shri P. K. Shashidharan is due to retire at the end of the ensuing Annual General Meeting and being eligible, offers himself for the re-appointment. Brief resume of Shri P. K. Shashidharan as required as per clause 49 of the Listing Agreement executed with the BSE Limited is provided in the notice convening the Annual General Meeting of the Company.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of The Companies Act, 2013. The company keeps informed independent directors about changes in the Companies Act, 2013 from time to time and their role, duties and responsibilities.

Auditors

H.V. Vasa & Co., Statutory Auditors of the Company retire at the end of forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their re-appointment at the ensuing Annual General Meeting.

Secretarial Audit

Secretarial Audit Report given by Umesh Parikh and Associates, Company Secretaries in practice is annexed with this report.

Extract of Annual Return

The details forming part of the extract of the annual return in Form No.MGT-9 is annexed herewith as a separate Annexure.

Particulars of Loans, guarantees or investments under section 186

The loans if any, made by the Company are within the limits prescribed u/s 186 of the Companies Act, 2013 and no guarantee or security is provided by the Company.

Details of Investments covered u/s 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Particulars of contracts or arrangements with related parties:

The particulars of contracts or arrangement with related parties as per Section 188(1) of Companies Act 2013, including arm's length transactions are enclosed as separate Annexure in Form No.AOC-2

There are no materially significant related party transactions made by the Company with Directors, Key Managerial Personnel or other designated Persons which may have a Potential Conflict with the interest of the Company at large. All related party transactions were placed before the Audit Committee and the Board for approval. The Policy on related party transactions as approved by the Board is uploaded on the Company's website.

Insurance

Your Company has adequately insured all its assets.

Industrial Relations

Your Company's relations with its employees remained cordial throughout the year. The Directors wish to place on record their deep appreciation for the services rendered by workers, staff members and executives of the Company.

Your Company has taken adequate steps for the health and safety of its employees, as required under the Gujarat Factories Rules, 1963.The Company has not received any complaint under The Sexual Harassment of women at Workplace (prevention, prohibition and redressal) Act, 2013.

Appreciation

Your Directors would like to place on record their gratitude for the co-operation and assistance given by various departments of both State and Central Governments.

For and on behalf of the Board of Directors, Ahmedabad Rajesh B. Shah 27th May, 2015 Sanwarmal D. Agarwal P. C. Surana Rutva Acharya Directors


Mar 31, 2014

Dear Members,

The Directors have pleasure in submitting the Annual Report together with the Statement of Accounts of your Company for the year ended 31st March, 2014.

Performance

The summary of your Company''s financial performance is given below:

Year ended Year ended March 31, 2014 March 31, 2013 (Rs. in lacs) (Rs. in lacs)

Profit before Depreciation and Taxes & Exceptional item 86.99 86.92

Deducting therefrom Depreciation 12.89 15.33

Profit/Loss before tax and Exceptional item 74.10 71.59

Less : Exceptional Item 16.00 -

Profit before tax 58.10 71.59

Deducting therefrom taxes of:

* Current Tax - -

* Deferred Tax - -

Profit after tax 58.10 71.59

Add: Balance brought forward from previous year (-) 750.08 (-) 821.67

Amount available for Appropriations (-) 691.97 (-) 750.08

The proposed appropriations are:

1. Proposed Dividend - -

2. Tax on proposed Dividend - -

3. Debenture Redemption Reserve - -

4. Balance Carried forward (-) 691.97 (-) 750.08

Total (-) 691.97 (-) 750.08

Review of Company''s Performance

The company continued with the horticulture operations during the year. Production of colour capsicum continued till May, 2013. Thereafter we started to produce only green capsicum. The life of the green houses are over and it got damaged due to storm and rain. The total production of colour capsicum and green capsicum during the year was 7.47 MT and 17.64 MT respectively. We have also cultivated vegetables and Golden Rod in the open space available at the factory premises. The rental income of godowns was Rs. 79.41 lacs during the year. The rental income will continue to be a recurring source of revenue in the coming years.

Management Discussion and Analysis

a) Industry structure and developments

The Company has existing infrastructure readily available for undertaking suitable manufacturing activity in future.

b) Opportunities & threats

The future of horticulture industries remains bright, but the extreme weather conditions and poor quality of water available in our factory premises continue to be a threat.

c) Segment-wise/Product-wise performance

During the year, the income from horticulture was Rs. 6.71 lacs. The total production of Capsicum was 25.11 MT. While turnover from horticulture division decreased from Rs.6.89 lacs to Rs.6.71 lacs, the overall profit also decreased from Rs. 71.59 lacs to Rs. 58.10 lacs. This was mainly due to the loss of Rs. 15,99,600/- on sale of entire share holding of wholly owned subsidiary - Madhusudan Fiscal Limited during the year. This loss is shown as exceptional item. Madhusudan Fiscal Limited has now ceased to be a subsidiary or a group company and hence no consolidated accounts are prepared as on 31st March, 2014.

d) Outlook

The Company has decided to continue growing Green Capsicum and vegetables in open areas.

e) Risks and concerns

It is a challenging task to market the horticulture products as the commodity is a perishable item and the market is volatile. We supply our produce directly to the main Vendor.

f) Internal control system and their adequacy

The Company has computerized its accounting system since many years. The system of internal control of the Company is commensurate with the size and complexity of the Company''s business. The operations are subject to periodic internal audit by independent Auditors.

g) Financial performance with respect to Operational Performance is discussed in the main part of the report.

h) Material development in Human Resources/Industrial Relations

The Company values and nurtures its human resources and Company would continue to adopt and implement the best HRD practices in future.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance has been included in this Annual Report as a separate annexure.

Directors'' Responsibility Statement

In compliance of Section 217 (2AA) of the Companies Act, 1956, Directors of your Company confirm:

* that the applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departures;

* that such accounting policies have been selected and applied consistently and such judgements and estimates made 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, 2014 and of the profit of the Company for the year ended on that date;

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

* that the annual accounts have been prepared on a going concern basis.

Dividend

Your Directors have not recommended any dividend, as consolidation and restructuring process is underway.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The details required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed to this report.

Exchequer

The Company has contributed Rs. 10.14 lac to the exchequer by way of Income tax, VAT and other fiscal levies.

Fixed Deposits

During the year, the company has repaid Fixed Deposits of Rs. 1.80 lacs. There is no Fixed Deposit outstanding as on 31.03.2014.

Subsidiary Company

During the year, the company has sold its entire shareholding (12,90,000 shares - 100%) in the wholly owned subsidiary company viz. Madhusudan Fiscal Limited on 22.08.2013. Madhusudan Fiscal Limited has now ceased to be a subsidiary company or a group company.

Finance

The Company has obtained credit facilities from Bank of Baroda.

Employees

The Company has no employee as specified under Section 217(2A) of the Companies Act, 1956, hence, there is no information required to be provided in this regard.

Directors

Shri S. N. Mohata has resigned as director w.e.f. 30-07-2013. Board of Directors places on record their appreciation for the contribution made by him to the Company. Shri Prem Chand Surana has been appointed as an Additional Director w.e.f. 30-07-2013.

Shri Sanwarmal Agarwal and Shri Rajesh B. Shah, directors are due to retire at the end of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Brief resumes of directors as required under clause 49 of the Listing Agreement executed with the Stock Exchange are provided in the notice convening the Annual General Meeting.

Auditors

M/s. H.V. Vasa & Co., Statutory Auditors of the Company retire at the end of forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Board recommends their re-appointment at the ensuing Annual General Meeting.

Insurance

The Company has adequately insured all its assets.

Industrial Relations

The Company''s relations with its employees remained cordial during the year.

The Company has taken adequate steps for the health and safety of its employees.

Appreciation

Your Directors would like to place on record their gratitude for the co-operation and assistance given by Bank of Baroda and various departments of both State and Central Governments.

For and on behalf of the Board of Directors,

Ahmedabad Rajesh B. Shah 29th May, 2014 Sanwarmal D. Agarwal P. C. Surana Directors


Mar 31, 2013

To The Members,

The Directors have pleasure in submitting the Annual Report together with the Statement of Accounts of your Company for the year ended 31st March, 2013.

Performance

The summary of your Company''s financial performance is given below: Year ended Year ended March 31, 2013 March 31, 2012 (Rs. in lacs) (Rs. in lacs)

Profit before Depreciation and Taxes 86.92 86.35

Deducting therefrom Depreciation 15.33 18.59

Profit / Loss before tax 71.59 67.76

Deducting therefrom taxes of:

- Current Tax

- Deferred Tax

Profit after tax 71.59 67.76

Add: Balance brought forward from previous year (-) 821.67 (-) 889.43

Amount available for Appropriations (-) 750.08 (-) 821.67

The proposed appropriations are :

1. Proposed Dividend

2. Tax on proposed Dividend

3. Debenture Redemption Reserve

4. Balance Carried forward (-) 750.08 (-)821.67

Total (-)750.08 (-)821.67

Review of Company''s Performance

During the year, Company continued with the horticulture operations. All the three green houses were utilized for production of colour capsicum and quantity produced was 31.97 MT Other varieties of seasonal vegetables have been produced in open area. We have also utilized the open space available in the factory premises, to increase cultivation of vegetables and golden rods. The rental income of godowns was Rs.77.34 lac during the year. The rental income will continue to be a recurring source of revenue in the coming years.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance has been included in this Annual Report as a separate annexure.

Directors'' Responsibility Statement

In compliance of Section 217 (2AA) of the Companies Act, 1956, Directors of your Company confirm: that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

that such accounting policies have been selected and applied consistently and such judgements and estimates made 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, 2013 and of the profit of the Company for the year ended on that date; that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; that the annual accounts have been prepared on a going concern basis.

Dividend

Your Directors have not recommended any dividend, as consolidation and restructuring process is underway.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The details required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed to this report.

Exchequer

The Company has contributed Rs.9.87 lacs to the exchequer by way of Income tax, VAT and other fiscal levies.

Fixed Deposits

Fixed Deposits from the Public, outstanding as on 31st March 2013 was Rs.1.80 lacs. There are eleven Fixed Deposit holders with Rs.1.80 lacs of unclaimed / unrenewed deposits as on 31st March, 2013. The Company on the basis of the working results during the year under review, can accept deposits from the Public as well as from the shareholders to the extent of Rs.4.56 crores.

Subsidiary Company

The particulars required Under Section 212 of the Companies Act, 1956 in respect of the Subsidiary Company viz. Madhusudan Fiscal Limited is appended.

The Ministry of Corporate affairs has, vide General Circular No.2/2011 dated 8th February, 2011, granted general exemption for not attaching the annual accounts of the subsidiary company with the annual accounts of holding company.

Pursuant to the said Circular, the Board of Directors of your Company in their meeting held on 27th May, 2013 has given their consent, for not attaching the Annual Accounts of the Subsidiary Company with that of the Holding Company. Accordingly, Balance Sheet, Profit & Loss Account, Directors'' Report and Auditors'' Report of the Subsidiary Company and other documents required to be attached under section 212(1) of the Act to the Balance Sheet of the Company, shall not be attached. However, these documents shall be made available upon request by any member of the Company interested in obtaining the same and shall also be kept for inspection at the Registered Office of your Company and that of Subsidiary Company concerned. Further, the financial data of the Subsidiary Company has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of this Annual Report.

Interest in subsidiary Company:

Your directors propose to disinvest holding in the wholly owned subsidiary company viz. Madhusudan Fiscal Limited, which will be decided after necessary approvals.

Finance

The Company has obtained credit facilities from Bank of Baroda.

Employees

The Company has no employee as specified under Section 217(2A) of the Companies Act, 1956, hence, there is no information required to be provided in this regard.

Directors

Shri B. D. Sharma has resigned as director of the company w.e.f. 09.08.2012. Shri Nilesh Gandhi was appointed as Director w.e.f. 9-08-2012 and resigned w.e.f. 26-02-2013. Board of directors places on records their appreciation for the contributions made by them to the company. Shri P. K. Shashidharan has been appointed as an additional director of the company w.e.f. 26.02.2013.

Shri Shree Narayan Mohata and Shri Sanwarmal Agarwal, directors are due to retire at the end of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Brief resumes of Shri Shree Narayan Mohata, Shri Sanwarmal Agarwal and Shri P.K. Shashidharan, directors as required under clause 49 of the Listing Agreement executed with the Stock Exchange are provided in the notice convening the Annual General Meeting.

Auditors

M/s. H.V. Vasa & Co., Statutory Auditors of the Company retire at the end of forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Board recommends their re-appointment at the ensuing Annual General Meeting.

Insurance

The Company has adequately insured all its assets.

Industrial Relations

The Company''s relations with its employees remained cordial during the year.

The Company has taken adequate steps for the health and safety of its employees.

Appreciation

Your Directors would like to place on record their gratitude for the co-operation and assistance given by Bank of Baroda and various departments of both State and Central Governments.

For and on behalf of the Board of Directors,

Ahmedabad Rajesh B. Shah

27th May, 2013 Sanwarmal D. Agarwal

Directors


Mar 31, 2012

The Directors have pleasure in submitting the Annual Report together with the Statement of Accounts of your Company for the year ended 31st March, 2012.

Performance

The summary of your Company's financial performance is given below:

Year ended Year ended March 31, 2012 March 31, 2011 (Rs. in lacs) (Rs. in lacs)

Profit before Depreciation and Taxes 86.35 66.85

Deducting therefrom Depreciation 18.59 23.05

Profit/Loss before tax 67.76 43.80

Deducting therefrom taxes of:

- Current Tax - -

- Deferred Tax - -

Profit after tax 67.76 43.80

Add: Balance brought forward from previous year (-) 889.43 (-) 933.23

Amount available for Appropriations (-) 821.67 (-) 889.43

The proposed appropriations are :

1. Proposed Dividend - -

2. Tax on proposed Dividend - -

3. Debenture Redemption Reserve - -

4. Balance Carried forward (-)821.67 (-)889.43

Total (-)821.67 (-)889.43

Review of Company's Performance

During the year, Company continued with the horticulture operations. All the three green houses were utilized for production of colour capsicum and quantity produced was 29.51 MT We have also moved towards producing other varieties of seasonal vegetables in open area. The Company is now looking forward to utilize the open space available in the factory premises, to increase cultivation of vegetables and golden rods. All the godowns have been given on rent and rental income increased from Rs. 73.49 lac to Rs. 79.77 lac during the year. The rental income will continue to be a recurring source of revenue in the coming years.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance has been included in this Annual Report as a separate section.

Directors' Responsibility Statement

In compliance of Section 217 (2AA) of the Companies Act, 1956, Directors of your Company confirm:

- that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

- that such accounting policies have been selected and applied consistently and such judgements and estimates made 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, 2012 and of the profit of the Company for the year ended on that date;

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

- that the annual accounts have been prepared on a going concern basis.

Dividend

Your Directors have not recommended any dividend, as consolidation and restructuring process is underway.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The details required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed to this report.

Exchequer

The Company has contributed Rs. 8.01 lacs to the exchequer by way of Income tax, VAT and other fiscal levies.

Fixed Deposits

Fixed Deposits from the Public, outstanding as on 31st March 2012 was Rs. 49.34 lacs. There are Thirty Three Fixed Deposit holders with Rs. 10.54 lacs of unclaimed/unrenewed deposits as on 31st March 2012. The Company on the basis of the working results during the year under review, can accept deposits from the Public as well as from the shareholders to the extent of Rs. 426.31 lacs.

Subsidiary Company

The particulars required Under Section 212 of the Companies Act, 1956 in respect of the Subsidiary Company viz. Madhusudan Fiscal Limited is appended.

The Ministry of Corporate affairs has, vide General Circular No.2/2011 dated 8th February, 2011, granted general exemption for not attaching the annual accounts of the subsidiary company with the annual accounts of holding company.

Pursuant to the said Circular, the Board of Directors of your Company in their meeting held on 30th May, 2012 has given their consent, for not attaching the Annual Accounts of the Subsidiary Company with that of the Holding Company. Accordingly, Balance Sheet, Profit & Loss Account, Directors' Report and Auditors' Report of the Subsidiary Company and other documents required to be attached under section 212(1) of the Act to the Balance Sheet of the Company, shall not be attached. However, these documents shall be made available upon request by any member of the Company interested in obtaining the same and shall also be kept for inspection at the Registered Office of your Company and that of Subsidiary Company concerned. Further, the financial data of the Subsidiary Company has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of this Annual Report.

Finance

The Company has obtained credit facilities from Bank of Baroda.

Employees

The Company has no employee as specified under Section 217(2A) of the Companies Act, 1956, hence, there is no information required to be provided in this regard.

Directors

Shri Sanwarmal Agarwal and Shri Rajesh B. Shah directors are due to retire at the end of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The brief resumes of Shri Sanwarmal Agarwal and Shri Rajesh B. Shah directors as required by clause 49 of the Listing Agreement with Stock Exchange, are provided in the notice convening the Annual General Meeting of the Company.

Auditors

M/s. H.V. Vasa & Co., Statutory Auditors of the Company retire at the end of forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Board recommends their re-appointment at the ensuing Annual General Meeting.

Insurance

The Company has adequately insured all its assets.

Industrial Relations

The Company's relations with its employees remained cordial during the year.

The Company has taken adequate steps for the health and safety of its employees.

Appreciation

Your Directors would like to place on record their gratitude for the co-operation and assistance given by Bank of Baroda and various departments of both State and Central Governments.

For and on behalf of the Board of Directors,

Rajesh B. Shah Sanwarmal D. Agarwal Directors

Ahmedabad 30th May, 2012

 
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