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Madhusudan Industries Directors Report, Madhusudan Ind Reports by Directors
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Madhusudan Industries
BSE: 515059|NSE: MADSUDIND|ISIN: INE469C01023|SECTOR: Vanaspati/Oils
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Directors Report Year End : Mar '13    « Mar 12
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
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