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
 
 DIVIDEND:
 
 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,
 henceforth.
 
 BUSINESS:
 
 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.
 
 FUTURE OUTLOOK:
 
 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.
 
 FIXED DEPOSITS:
 
 The Company has not accepted any Fixed Deposits from public, during the
 year under review.
 
 PRUDENTIAL NORMS:
 
 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.
 
 CORPORATE GOVERNANCE:
 
 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.
 
 DIRECTORS:
 
 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
 Corporate Governance.
 
 COMPANY SECRETARY
 
 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
 departures;
 
 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
 irregularities; and
 
 4.  That the annual accounts for the financial year ended March 31 ,
 2012 are prepared on a ''going concern'' basis.
 
 AUDITORS:
 
 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.
 
 AUDITORS'' REPORT:
 
 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
 
 ACKNOWLEDGMENTS:
 
 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
 Company.
 
 For AND ON BEHALF OF THE BOARD OF DIRECTORS
 
 MR. MADHUSUDAN REDDY CHAIRMAN
 
 Place: Mumbai
 
 Dated: July 31, 2012