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, 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
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
- 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.
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. 8.01 lacs to the exchequer by way of
Income tax, VAT and other fiscal levies.
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.
The particulars required Under Section 212 of the Companies Act, 1956
in respect of the Subsidiary Company viz. Madhusudan Fiscal Limited is
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
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 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.
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,
Rajesh B. Shah
Sanwarmal D. Agarwal
30th May, 2012