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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 '15    « Mar 14
 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
 
Source : Dion Global Solutions Limited
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