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
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.
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
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.9.87 lacs to the exchequer by way of
Income tax, VAT and other fiscal levies.
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.
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 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
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.
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 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.
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
27th May, 2013 Sanwarmal D. Agarwal