The Directors have pleasure in submitting the Annual Report together
with the Statement of Accounts of your Company for the year ended 31st
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.
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.
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
* 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.
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
The Company has contributed Rs. 10.14 lac to the exchequer by way of
Income tax, VAT and other fiscal levies.
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.
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.
The Company has obtained credit facilities from Bank of Baroda.
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.
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
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.
The Company has adequately insured all its assets.
The Company''s relations with its employees remained cordial during the
The Company has taken adequate steps for the health and safety of its
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