To the Members of MADHUSUDAN SECURITIES LIMITED
The Directors have pleasure in presenting the 29th Annual Report on
the business and operations of the company along with the audited
Financial Statement of Accounts for the year ended March 31, 2012.
RESULTS OF OPERATION:
The financial results for the year under review are as follows:
2011 - 2012 2010 - 2011
Particulars Rs. Rs.
Gross Receipts 23,50,122 32,93,263
Profit / (Loss) before tax (13,09,999) 24,30,493
Less: Provision for Tax NIL 4,25,000
(Excess) / Short Provision of Earlier Years 22,928 1,26,798
Profit / (Loss) available for
appropriation (12,87,071) 21,32,291
Less: Transfer to Special Reserve u/s.
45IC as per The Reserve Bank of India
(Amendment) Act, 1997 - 5,00,000
Add: Balance brought forward from
Previous Year 1,40,32,932 1,24,00,642
Balance carried to Balance Sheet 1,27,45,851 1,40,32,932
Due to losses incurred by the Company during the current year, the
Board regrets its inability to recommend any Dividend to strengthen the
financial resources of the company.
TRANSFER TO RESERVES
The Special Reserve was created as per the RBI Regulation u/s 45 (IC)
in the past. The Company has changed its Main Object to Dealing in
Textile Garments. Therefore, application of provisions of NBFC will not
be applicable and the said reserve shall be part of General Reserve,
The year under review is not encouraging for the business of the
company. During the year, the formalities of open Offer and
reconstitution of the Management were under process awaiting necessary
approval from the authorities. The Company has continued its business
of Investment activity. However, due to unstable equity market and the
fixed overheads of the company, the company has incurred Net Loss of Rs.
13,09,999/- in the current year. The New Management shall turn around
the company in future years after takeover of the management.
Barring unforeseen circumstances, your Directors are hopeful to have
better performance in the year to follow.
During the year, the Company has changed its Main Object to deal with
Readymade or made to measure garments as regards the takeover of
Business of Weekender vide Agreement dated 04/02/2011. However, the
revenue figures of the business takeover are not included above since
requisites permission are under process and is yet to be received from
the statutory authorities and pending balance payment thereof. The
Company will soon start its Business in the Brand name of Weekender
after receipt of requisite permissions.
The Company has not accepted any Fixed Deposits from public, during the
year under review.
Your Company has, during the year under review, complied with
guidelines of Reserve Bank of India/ Government of India, as may be
applicable. Reviews on the level of compliance have been made and
reports were submitted to the Board.
MATERIAL CHANGES AFTER THE DATE OF BALANCE SHEET:
Pursuant to provisions of section 217 (1) (d) of the Companies Act,
1956, there has been no material changes and commitment affecting the
financial position of the Company, which have occurred between the end
of the financial year of the Company to which the Balance sheet relates
and the date of the Report.
Your Company is compliant with the requirements of Clause 49 of the
Listing Agreement. Necessary disclosures have been made in this regard
in the Corporate Governance Report. A Certificate from the Statutory
Auditors of your Company regarding compliance of Corporate Governance
with the requirements of Corporate Governance as stipulated under
Clause 49 of the Listing Agreement is attached to this report.
PARTICULARS OF EMPLOYEES:
There are no employees in receipt of remuneration exceeding the limit
as prescribed under the provisions of Section 217(2A) of the Companies
Act, 1956, and rules framed there under read with the Companies
(Particulars of Employees) Rules, 1975.
PARTICULARS UNDER SECTION 217(1)(e) OF THE COMPANIES ACT 1956:
Additional information required under the provisions of the above
section read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988, regarding conservation
of Energy, Technology Absorption are NOT APPLICABLE as the Company is
not carrying out any manufacturing operation.
FOREIGN EXCHANGE EARNINGS AND GO OUT:
During the year under review the Company has NOT earned or incurred any
amount of foreign exchange.
Mr. Madhusudan Reddy, Director, retires by rotation, and being eligible
offers himself for reappointment.
Mr. Nitin Anand has been appointed in the previous AGM dated September
30, 2011 as Director.
Mr. Thadakamanalu V. Gopinath was appointed as Additional Director in
the Board and he resigned due to his pre occupations on March 21, 2012.
The Board appreciated his service as Independent Director.
Mrs. Y. N. Radhika was appointed as Additional Director in the Board
and she resigned due to her pre occupations on March 21, 2012. The
Board appreciated her service as Independent Director.
The Board has invited Professional person to join as Independent
Directors of the Company to comply with the statutory requirements of
Mr L. V. Veeranjaneyulu, CS, was appointed as Company Secretary of the
Company in the Board Meeting dated August 5, 2011.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956, your Directors confirm the following:
1 . That in the preparation of the annual accounts for the financial
year ended March 31, 2012, the applicable accounting standards have
been followed, along with proper explanation relating to material
That the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent to maintain the matching revenue concept, so as to give a
true and fair view of the state of affairs of the Company at the end of
the financial year and of the Profit or loss for that period;
That the Directors have taken proper and sufficient care 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
4. That the annual accounts for the financial year ended March 31 ,
2012 are prepared on a ''going concern'' basis.
M/s. Vora & Associates, Chartered Accountants, ICAI FRNo. - 111612W,
Mumbai retires at the ensuing Annual General Meeting, being eligible
offers themselves for reappointment as Auditors of the Company. Members
are requested to appoint the auditors and fix their remuneration.
The observation made by the Statutory Auditors in their Report read
together with the relevant notes as given in the Notes to Accounts for
the financial year ended 31st March, 2012 are self-explanatory and
therefore do not call for any further comments under Section 217(3) of
the Companies Act, 1956
The Directors take this opportunity to express their appreciation for
continued assistance and co-operation received from Banks, Brokers,
Business Associates, Customers and members during the year under
review. Your Directors also wish to place on record their deep sense of
appreciation for the committed services of the Employees of the
For AND ON BEHALF OF THE BOARD OF DIRECTORS
MR. MADHUSUDAN REDDY CHAIRMAN
Dated: July 31, 2012