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MADHUSUDAN SECURITIES LIMITED

TH ANNUAL REPORT

-

th ANNUAL REPORT AND ACCOUNTS 20 - BOARD OF DIRECTORS Shri. Madhusudan Reddy - Chairman Smt. Piya Reddy - Director Shri. Nitin Anand - Director REGISTERED OFFICE 6/A-2, Court Chambers, 35, New Marine Lines, Mumbai 400 020, Email: [email protected] BANKERS Axis Bank Canara Bank ADVOCATE & SOLIITORS M/s. Kanga & Co, Advocates & Solicitors Mumbai, AUDITORS M/s. Vora & Associates, Chartered Accountants, Mumbai,

SECRETARIAL AUDITORS

M/s Sachin Chhadawa, Company Secretaries, Mumbai COMPANY SECRETARY & COMPLIANCE OFFICER Mr L. V. Veeranjaneyulu

SHARE TRANSFER DEPARTMENT Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai 400 078, Email: [email protected] Telephone: (022) 2596 3838 Fax No: (022) 2594 6969

Contents Page No

Notice Directors’ Report Management Discussion and Analysis Report Report on Corporate Governance Code of Conduct CEO / CFO Certificate Corporate Governance Certificate Auditors’ Report Balance Sheet Profit and Loss Account Cash Flow Statement Notes Forming Part of the Financial Statement Notes to Profit & Loss Six Year Highlights

TH ANNUAL GENERAL MEETING

Date th September 2012 Day: Friday Time: 3.30 P.M. Venue: Regd. Office: 6/A-2, Court Chambers, 35, New Marine Lines, Mumbai: 400 020.

BSE Code No. 511000

SIN No. INE856D01011 (NSDL)

SHAREHOLDERS ARE REQUESTED TO BRING THEIR COPIES OF ANNUAL REPORT ALONG WITH THEM AT THE ANNUAL GENERAL MEETING.

mailto:[email protected]

ANNUAL REPORT 2011- MADHUSUDAN SECURITIES LIMITED

NOTICE TO MEMBERS

NOTICE is hereby given that the 29th Annual General Meeting of the Members of MADHUSUDAN SECURITIES LIMITED will be held on September 28, 2012, at the Registered Office: 6/A-2, Court Chambers, 6th Floor, 35, New Marine Lines, Mumbai – 400 020 at 03:30 P.M. to transact the following business

ORDINARY BUSINESS:

Adoption of Directors’ Report and Annual Accounts:

To receive, consider and adopt the Balance Sheet as at st March 2012 and the Statement of Profit & Loss for the year ended on that date and the Reports of the Directors and Auditors thereon.

Re-Appointment of Director: To appoint a Director in place of Mr. Madhusudan Reddy, who retires by rotation, and being eligible, offers himself for reappointment.

Appointment of Auditors:

To appoint Statutory Auditors of the Company and to fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT the retiring Auditors, M/s Vora & Associates, Chartered Accountants (FR No. 111612W) be and are hereby appointed as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on such remuneration as may be mutually decided by the Board of Directors and the Auditors.

By order of the Board of Directors

For MADHUSUDAN SECURITIES LIMITED

MADHUSUDAN REDDY CHAIRMAN

Place: Mumbai Dated: st July 2012

ANNUAL REPORT 20 - MADHUSUDAN SECURITIES LIMITED

NOTES A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE

PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.

Proxies, in order to be effective, must be lodged at the registered office of the Company not less than 48 hours before

the Annual General Meeting. Members desiring any information about accounts at the meeting are requested to write to the Company not less than

48 hours before the Annual General Meeting, so as to enable the management to keep the information ready. Members are requested to:

a) Immediately intimate change of address, if any, to the Company.

b) Produce the Attendance Slip, duly filled, at the entrance of the Meeting Venue.

c) Bring their copies of the Annual Report to the venue of the 29th Annual General Meeting.

d) Members holding physical shares are requested to convert their shares into Demat Form for easy liquidity and trading facility on Stock Exchange.

e) Members can avail the facility of nominations by submitting the Form with the Company at its Registered

Office. Members register shall remain close for transfer of shares from 24/09/2012 to 28/09/2012 (Both days inclusive).

By order of the Board of Directors For MADHUSUDAN SECURITIES LIMITED


Mumbai Dated: st July 2012


DIRECTORS’ REPORT

To the Members, MADHUSUDAN SECURITIES LIMITED Your 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:

Particulars 2011 –

` 2010 –

` Gross Receipts , , , , Profit / (Loss) before tax ( , , , , Less: Provision for Tax (Excess) / Short Provision of Earlier Years

NIL ,

, , , ,

Profit / (Loss) available for appropriation ( , , , , Less: Transfer to Special Reserve u/s. 45IC as per The Reserve Bank of India (Amendment) Act, 1997

-

, ,

Add: Balance brought forward from Previous Year , , , , , , Balance carried to Balance Sheet , , , , , ,

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 ` 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, DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

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

That the annual accounts for the financial year ended March , 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


MANAGEMENT DISCUSSION AND ANALYSIS

INDIAN FINANCIAL STRUCTURE AND DEVELOPMENTS Global uncertainties & domestic cyclical and structural factors lowered the growth of Indian Economy to below 7% in 2011-12 as compared to the growth rate of 8.4% for 2010-11. The growth slowdown has been driven by a sharp fall in investment, some moderation in private consumption and a fall in net external demand. In the wake of the recent global financial crisis and its fall out on the financial institutions (FIs), the Reserve Bank and SEBI have taken a number of measures to preserve financial stability and arrest the moderation in the growth momentum. OPPORTUNITIES, THREATS, RISKS & CONCERNS The Indian Stock market is fast recovering and the emerging opportunities have led to the steady inflows of foreign investments. The current retail business had been accelerated and is an upcoming market to get better opportunities for the Company. The Indian Capital Market has been very volatile. The Investments options available to the Company are decided after proper due diligence and considering the current economic and political scenario in India and abroad. FUTURE OUTLOOK The Company is planning to carry out the business in the Brand name of “Weekender” after acquiring the requisite permissions from the Government authorities. Your Directors are hopeful to get better opportunities in the retail market in the year to come.

INTERNAL CONTOL SYSTEM AND THEIR ADEQUACY The Company has adequate internal control systems, which ensures proper recording of financial, operational and compliance control transactions. The Company also makes risk assessment from time to time in the interest of the company. The established internal control system and organization structure is adequate and commensurate with the size and nature of the business. STATUTORY & LISTING COMPLIANCE The company has been adequately complying the necessary applicable statutory requirements of The Income Tax Act, 1961, Reserve Bank of India, Companies Act, 1956, SEBI guidelines, provisions of the Listing Agreements with Bombay Stock Exchange and other government authorities. During the year, Company has surrendered the Memberships of OTC Exchange and Bhubaneshwar Stock Exchange due to change in main business object of the Company. The Company had filed its Balance Sheet and Profit & Loss A/c for the year ended 31st March, 2011 in XBRL Form to the Registrar of Companies. DISCLAIMER Statements in this Management Discussion and Analysis describing the Company’s objectives, projections and expectations may be “forward looking statements” within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied. Important factors that might materially affect the future performance of the Company include the state of the Indian economy, changes in government regulations, tax laws and the state of the financial markets and other factors such as litigation over which the company does not have direct control. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS MR. MADHUSUDAN REDDY CHAIRMAN Place: Mumbai Dated: st July 2012


REPORT ON CORPORATE GOVERNANCE

The Corporate Governance Code is a professional system framed for directing and controlling the organization. The

purpose is to ensure compliance of local statutes and ensure safeguard and value addition in long term to the interest of its

members, creditors, customers and employees.

The Company has been practicing the principles of good corporate governance voluntarily over the years as the paid up

capital of the Company was below ` 300 Lacs. However, the company has further issued Equity Share Capital of

` 614 Lacs vide Board meeting dated 16/05/2011. Hence, thereafter Corporate Governance is applicable to the Company.

The Company has initiated the practice of incorporating the Corporate Governance Report in the Annual Report in

compliance with Clause 49 of Listing Agreement of BSE. A concerted attempt has been made to bring in transparency and

professionalism to ensure ethical standard in business activities while implementing the Corporate Governance Code. The

management places on record that the mandatory compliances to constitute various committees as required by Clause 49

of the Listing Agreement of BSE, are in place.

The Detailed Report on Corporate Governance as per the Format prescribed by SEBI and incorporated in Clause 49 of the

Listing Agreement as applicable to the Company is set out below:

COMPANY`S PHILOSOPHY ON CODE OF GOVERNANCE

The Company is committed to good Corporate Governance and has implemented the Corporate Governance as

prescribed by SEBI. The Company`s philosophy of Corporate Governance is based on preserving core values and

ethical business conduct which enhances the efficiency of the Board and inculcates a culture of transparency,

accountability and integrity across the Company.

BOARD OF DIRECTORS

The Company’s Board consisted of Non-Executive Directors and 1 Executive Director till 21/03/2012. Mr.

Thadakamanalu V. Gopinath and Mrs. Y. N. Radhika, Non-executive Directors, were appointed on 21/10/2011 and

have resigned due to their pre occupations w.e.f. 21/03/2012.

The Board has invited Professional person to join as Independent Directors of the Company to comply with the

statutory requirements of Corporate Governance.

The Board has met on April 28, 2011; May 16, 2011; June 6, 2011; July 12, 2011; August 5, 2011; October 21, 2011;

October 31, 2011; November 28, 2011; January 30, 2012 and March 3, 2012.

The Constituents of the Board and other relevant documents details are given below:

Name of the Director Position Attendance at

Board

Meeting

Last AGM

Directorship

in other

Companies

Membership in

Board

Committees of

other Companies

Mr. Madhusudan

Reddy

Executive / Promoter Yes NIL

Mrs. Piya Reddy Non-executive /

Promoter

Yes NIL

Smt. Sujatha Reddy

(till 09/07/2011

Non-executive /

Promoter

NIL NA NIL NIL

Nitin Anand (w.e.f –

/ /

Non-executive Director

Yes NIL

Mr. Thadakamanalu V.

Gopinath

(21/10/2011 –

/ /

Non-executive /

Independent

NA NIL NIL

Mrs. Y. N. Radhika

(21/10/2011 –

/ /

Non-executive /

Independent

NA NIL NIL


COMMITTEE MEETING

a. Audit Committee

The terms of reference of this Committee are wide enough to cover the matters specified for Audit Committee

under Clause 49 of the Listing Agreement as well as section 292A of the Companies Act, 1956.

The primary role of the Audit Committee is:

To oversee the Company`s Financial Reporting process and disclosure of financial information.

To review the financial statements, adequacy of internal control systems and periodic audit reports.

To recommend to the Board the matters relating to the financial management of the Company.

To recommend appointment / re-appointment of Statutory Auditors and fixation of their remuneration.

To hold discussions with Statutory Auditors periodically.

The Statutory Auditors of the Company are invited to attend Audit Committee Meeting, to discuss and review the

Quarterly / Half yearly unaudited results, Annual Audited Accounts, Internal Audit, matters relating to the

Compliance with Accounting Standards, auditor`s observations arising from the audit of the Company`s accounts

and other related matters.

During the financial year ended March 31, 2012, FOUR Committees meetings were held on April 28, 2011; August

05, 2011; October 21, 2011 and January 30, 2012.

The names of the Committee Members and the Number of Meetings attended during the year are as follows:

Name of the Members Composition and Category Designation Total Meetings Attended

Mr. NitinAnand Non-Executive Director Chairman

Mr. Madhusudan Reddy Executive / Promoter Member

Mrs. Piya Reddy Non-Executive / Promoter Member

b. Shareholders / Investors Grievance Committee

The Committee reviews all matters connected with the physical securities transfer. The Committee also looks into

redressal of Shareholders Complaints related to securities of the Company.

There were no investor`s compliant pending as on 31/03/2012.



Mr. Madhusudan Reddy Executive / Promoter Chairman

Mrs. Piya Reddy Non-Executive / Promoter Member

Mr. NitinAnand Non-Executive / Promoter Member

c. Management Remuneration Committee

The terms of reference of the Remuneration Committee is to determine, review and recommend the Company`s

policy on specific remuneration packages. The recommendations of the Committee are put up to the Board of

Directors and Shareholders of the Company.

The Remuneration Committee met once in the year on August 5, 2011.



Mrs. Piya Reddy Non-Executive / Promoter Chairperson

Mr. Madhusudan Reddy Executive / Promoter Member

Mr. Nitin Anand Non-Executive / Promoter Member

ANNUAL GENERAL MEETINGS

The last three Annual General Meetings of the shareholders of the Company were held as under:

Financial Year Date Time Venue

- Sept 30, 2011 03.30 P.M. 6/A-2, Court Chambers, 35, New Marine Lines, Mumbai -

- Sept 30, 2010 03.30 P.M. 6/A-2, Court Chambers, 35, New Marine Lines, Mumbai -

- July 31, 2009 03.30 P.M. 6/A-2, Court Chambers, 35, New Marine Lines, Mumbai -


Details of Extra Ordinary General meetings held during the year

Date Special Resolutions Passed in the EGM

Increase in Authorised Capital of the Company to Rs. 15 Crores

Alteration of Clause 4 of the Memorandum of the Company consequent to Increase of

Authorised Share Capital of the Company

Alteration of Article 5 of the Articles of Association consequent to Increase of

Authorised Share Capital of the Company

Issue of 61,42,857 Equity Shares of Rs. 10/- each @ Rs. 70/- per share to M/s Primus

Retail Pvt Ltd on preferential basis

Issue Equity Shares or securities to Qualified Institutional Buyers for a sum not

exceeding Rs. 50 Crores

Issue of 19,73,685 Equity Shares of Rs. 10/- each on Preferential basis @ Rs. 76/- per share to

Four Parties

Partial Modification of the Explanatory Statement annexed to the Notice of the EGM held on

05/08/2011 and ratification of the Special Resolution for preferential allotment passed in the

EGM dated 05/08/2011.

Issue of only 10,52,630 Equity Shares of Rs. 10/- each @ 76/- per share to Three Parties instead

of 19,73,685 Equity Shares as per EGM dated 05/08/2011

Details of Special Resolution passed by Postal Ballot

Person who conducted the Postal Ballot –Mr. L. V. Veeranjaneyulu

Special resolution passed:

a. Auhorisation for Commencement of New Business u/s 149 (2A) of the Companies Act, 1956.

b. Alteration in Main Object Clause of the Memorandum of Association of the Company.

Details of Voting Pattern:

No. of Ballots Voting Rights % of Rights

Voting in Favour of Resolution “a” , ,

Voting in Favour of Resolution “b” , ,

DISCLOSURES

There are no materially significant related party transactions, which have the potential to conflict with the interest of

the Company at large.

During the year, Company has surrendered the Memberships of OTC Exchange and Bhubaneswar Stock Exchange due

to change in main business object of the Company.

CODE OF CONDUCT

The Company has formulated and implemented a Code of Conduct for all Board members and Senior Management of

the Company which is in compliance with Clause 49 (1) (D) of Listing Agreement. Being the first year of applicability

of Corporate Governance, The Code of Conduct is enclosed herewith for the benefit of the members.

MEANS OF COMMUNICATION

The quarterly, half yearly and yearly financial results of the Company are sent to the Bombay Stock Exchange

immediately after they are approved by the Board and these are published in the leading newspapers.

Email address of the Company: [email protected]

GENERAL SHAREHOLDER INFORMATION:

a. th Annual General Meeting will be held on Friday, September 28, 2012 at 03.30 P.M. at the registered Office

at 6/A-2, Court Chambers, 35, New Marine Lines, Mumbai –

b. The Company`s Financial Year begins on 1st April and ends on 31st March



c. Financial Calendar:

Results for the Quarter Tentative Date

Results for Quarter ending June, 2012 Second Week of August, 2012

Results for Quarter ending September, 2012 Second week of November, 2012

Results for Quarter ending December, 2012 Second week of February, 2013

Results for Quarter ending March, 2013 Second week of May, 2013

d. Date of Book Closure: th September, 2012 to 28th September, 2012

e. Listing on Stock Exchanges – Only on Bombay Stock Exchange

f. Stock Code:

The Stock Exchange Code, Mumbai:

Bombay Stock Exchange of India Ltd: MADHUSE

Demat ISIN No. in NSDL& CDSL: INE856D01011

g. Market Price Data of the Company and Comparison with BSE Sensex

Month High Price (Rs.) Low Price (Rs.) BSE Sensex

High Low

Apr 2011 , ,

May 2011 , ,

Jun 2011 , ,

Jul 2011 , ,

Aug 2011 , ,

Sep 2011 , ,

Oct 2011 , ,

Nov 2011 , ,

Dec 2011 , ,

Jan 2012 , ,

Feb 2012 , ,

Mar 2012 , ,

Source: BSE Website

h. Registrar and Transfer Agents:

M/s. Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound,

L.B.S. Marg, Bhandup (W),

Mumbai –

Email: [email protected]

Tel No.: 022 2596 3838

i. Distribution of Share Holding as on March 31, 2012

No. of Equity Shares held Shareholders No. of Shares

No. %. of Total No. of Shares Held % of Total

1 – ,

501 – ,

1001 – ,

2001 – ,

3001 – ,

4001 – ,

5001 – ,

10001 and Above , ,

Total



j. Shareholding pattern as on March 31, 2012

Category No. Of Shares % of

Shareholding

Promoter`s Holding , ,

Corporate Bodies , ,

Public (In India) , ,

NRIs ,

Clearing Members ,

Total

The Promoter and promoter Group has NOT PLEDGED any shares of the Company.

k. Dematerialization of Shares

99.96% (P.Y. 99.75%) of the Company`s paid up equity Shares Capital has been Dematerialized upto March 31,

2012. The Board expresses its grateful appreciation to the members for their cooperation for dematerializing their

physical shares for free trading on the Bombay Stock Exchange.

Depository No. of Shares % of Capital

NSDL , ,

CDSL , ,

Physical ,

Total

l. Address for Correspondence


6/A-2, Court Chambers,

35, New Marine Lines,

Mumbai –

Tel No.: 022 22009290

Email – [email protected]

m. Book Value of Equity Shares of Rs. 10/- Each Fully Paid Up:

Financial Year Book Value per share (Rs.)

2011 –

2010 –

2009 –

2008 –

2007 –

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

MR. MADHUSUDAN REDDY

CHAIRMAN

Place: Mumbai

Date: July 31, 2012



CODE OF CONDUCT

Madhusudan Securities Limited has adopted this Code of Conduct for its Board Members and the persons connected with them under the provisions of Clause 49 of the Listing Agreement effective from 05th August 2011.

PREAMBLE:

PASSION AT WORK has been the driving force of Madhusudan Securities Ltd. since its inception. By formulating a Code of Conduct, the commitment of Passion at Work is further reinforced in providing a greater commitment by the Board of Directors of the Company towards ethical values, social responsibility, transparency, accountability, fairness, integrity and compliance with the existing legislation so as to ensure that CORPORATE GOVERNACE is implemented in its true letter and spirit and all the stakeholders of the company benefit in the long run by way of sustained growth and value addition.

SCOPE OF THE CODE:

The persons to whom it is applicable shall follow the code in its true letter and spirit and ensure that the same shall not be looked upon as a mere statutory requirement.

DEFINITIONS AND APPLICABILITY:

• BOARD MEMBERS: Board Members shall mean the Directors on the Board of the Company.

• CONNECTED PERSON(S): means the following persons: Spouse, parent, brother, sister, child or step-child A body corporate with which the Director is associated. A person acting as the Trustee of any trust, the beneficiaries of which includes the Director. A person acting as a partner or any person who by virtue of (a) – (c) above is connected with the Director.

OBJECTIVES OF THE CODE:

This code of conduct directs the Board Members of the Company to ensure that: 1. The highest standards of integrity and honesty are promoted throughout the organization. 2. Protection of the assets of the Company. 3. Compliance with the existing laws and regulations affecting the business. 4. Maintain a climate whereby every personnel of the Company are valued and he contributes to the fullest of his potential 5. Creating value and wealth to all the stakeholders of the Company in long run

THE CODE:

HONESTY AND TRANSPARENCY:

To act in an honest and transparent manner and within the accepted ethical framework in all situations. To act with professional integrity in respect of all the transactions which have a direct or an indirect bearing or which can be influenced in the working of the company.

PRICE SENSITIVE INFORMATION:

The Board Members shall not divulge or disclose any Price Sensitive Information to any person or to any section of the media unless the same is vetted by the Board in its Meeting or persons/committees authorized by it, and shall be bound by the confidentiality clause mentioned elsewhere in this code.

INSIDER TRADING:

All the Employees and directors should observe the applicable laws and regulations including the Company's policies and codes as applicable to them with respect to the purchase and sale of the Company's securities. All non-public information about the Company should be considered confidential information. It is the responsibility of each employee and director to become familiar with and understand these laws, regulations, policies and codes, and to seek further explanations and advice concerning their interpretation, if required.

CONFLICT OF INTEREST:

The Board members of the Company shall avoid business, relationship or activities, which may be in conflict of interest of Madhusudan Securities Ltd. or the group companies or connected person(s). Conflict of interest may not always be clear-cut. Any question therefore about a Board Member's actual or potential conflict of interest with Madhusudan Securities Ltd. should be brought promptly to the attention of the Chairman of the Board, who will review the question and determine a proper course of action, including whether consideration or action by the full board is necessary. Directors involved in any conflict or potential conflict situation shall exclude themselves from any discussion or decision relation thereto.


COMPLIANCE WITH THE STATUTES:

The Board members shall ensure that in the course of their functioning or employment, they shall endeavor to ensure that the management is complying with the applicable laws, rules and regulations that govern the conduct of the Company.

PROPRIETY FUNCTION:

In carrying out their duties and responsibilities, all employees and directors should endeavor to protect the Company's assets and proprietary information, and ensure that the same is being used by the Company and its employees only for legitimate business purposes of the Company. Any suspected incident of fraud, mismanagement of Company's assets or theft should be immediately reported for investigation to the Chairman of the Board or such other person as designated in this regard.

GIFTS AND CHARITABLE CONTRIBUTIONS:

No Board Member of the Company or member of his or her immediate family, shall (directly or indirectly) solicit, accept or retain any gift, entertainment, trip, discount, service, or other benefit from any organization or person doing business or competing with the Company, other than (i) modest gifts or entertainment as part of normal business courtesy and hospitality that would not influence, and would not reasonably appear to be capable of influencing, such person to act in any manner not in the best interest of the Company or (ii) acceptance of a nominal benefit that has been disclosed to the Company. No Gifts shall be accepted by any of the aforesaid persons if there is any likely or potential conflict of interest with the Company.

CONFIDENTIAL INFORMATION:

Board Members of the Company shall maintain the confidentiality of the information in their possession and shall not use for their personal gain or otherwise during the course of employment or at any time thereafter. The information possessed by the aforesaid members shall be used only for the benefit of the Company and shall not be inappropriately disclosed.

GENERAL GUIDELINES FOR CONDUCT:

The Directors shall act in the best interests of the Company and shall make reasonable efforts thrive to do the following:

1. Attend the Meetings of the Board of Directors and of the committees formed from time to time.

2. To contribute effectively and efficiently the functioning of the Board and the Committees

3. To ensure that the Statutory Compliances are done in a time bound manner and the policies of the Company are complied with.

FAIR DEALING In carrying out their duties and responsibilities, of the Company and directors should endeavor to deal fairly, and should promote fair dealing by the Company, its employees and agents and competitors. No employee or director should seek to take unfair advantage of anyone (including the Company) through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

RECORD KEEPING AND REPORTING:

The Company shall keep adequate books and records to substantiate the Financial Statements of the Company and shall ensure that the information kept and issued in the public domain is accurate and reflects the Company's transactions and such information and the relevant books, records and documents are in compliance within the framework of the existing laws of legal reporting and the companies policies on internal controls and reporting. CO OPERATION WITH GROUP AND ASSOCIATE COMPANIES: The Management shall cooperate with other group companies and associates companies by sharing physical, human and management resources as long as this does not adversely affect its business interests and shareholders value. In the procurement of products and services, the Company shall give preference to another group company or associate company so long as it can provide these on competitive terms relative to third parties.

EQUAL OPPORTUNITIES WITHIN THE COMPANY

The Officers shall ensure that equal opportunities are provided to all employees of the Company and all qualified applicants for employment, without regard to their race, caste, religion, color, ancestry, marital status, sex, age & nationality and that no discrimination or exploitation is done in this regard.

NON-COMPLIANCE OF THE CODE

The Board members shall ensure the Compliance of this code in its true letter and spirit. The Code is a Public Document and violations of the code observed by any person shall be reported to the Chairman of the Company and / or the Chairman of the Audit Committee who shall have the powers to investigate into the reported violation and a report shall be placed in the immediate Audit Committee Meeting or the Board Meeting as the case may be and suitable action shall be taken as per the consensus arrived at such Meeting.


AMENDMENT AND WAIVERS OF THE CODE:

Any amendment to this Code must be approved by the Board of Directors and shall be publicly disclosed as required by any applicable law or regulations in force. Any waiver of this Code for the benefit of any Director of the Company may be made only by the Company's Board of Directors and shall be disclosed promptly as required by applicable laws and regulations including the rules of any exchange on which the Company's securities are listed or traded.

ACKNOWLEDGEMENT OF RECEIPT OF THE CODE:

All Board Members have acknowledged the receipt of this Code, in the acknowledgement form and given acceptance of the same to the Chairman indicating that they have received, read, understood and agreed to comply with this Code.

PERIODIC REPORTING OF COMPLIANCE: All Board Members shall affirm compliance with the code on an annual basis at the end of financial year of the Company as per the applicable reporting requirements.


CERTIFICATE BY CEO

To, The Board of Directors of Madhusudan Securities Limited. We have reviewed the financial statements and the cash flow statement for the year ended 31st March, 201 and that to the best of our knowledge and belief.

These Statements do not contain any materially untrue statement or omit any material fact or contains statements that might be misleading.

These Statements together present a true and fair view of the Company’s affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.

There are, to the best of our knowledge and belief, no transaction entered into by the Company during the year ended 31st March, 201 which is fraudulent, illegal or violative of the Company’s code of conduct We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors, deficiency in the design or operation of the internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies. We have indicated to the Auditors:

Significant changes in internal control over financial reporting during the year, if any. Significant changes in accounting policies, if any, during the year and that the same have been disclosed in the

financial statements; and Instances of significant fraud of which we have become aware and the involvement therein, if any, of the

management or an employee having a significant role in the Company’s internal control system over financial reporting.


Place: Mumbai Date: 31st July 2012

CEO / CFO CERTIFICATE

As provided under Clause 49 of the Listing Agreement with the Stock Exchange, the Board Members have confirmed

compliance with the Code of Conduct and Ethics for the year ended 31st March, 2012.

For and On Behalf of the Board of Directors

Mr. Madhusudan Reddy

Chairman

Place: Mumbai

Date: July 31, 2012


CERTIFICATE ON CORPORATE GOVERNANCE To The Members of, MADHUSUDAN SECURITIES LIMITED. We have examined the compliance of conditions of Corporate Governance by Madhusudan Securities Limited, for the year ended March 31, 201 , as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchange. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited to a review of the procedure and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion of the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors, Management and the records produced, we certify that the Company has adequately complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above-mentioned Listing Agreement except for appointment of Independent Directors of the Company. As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we have to state that as per the records maintained by the company, there were no Investor’s grievance are pending for a period extending 30 days against the Company as per the records maintained by Shareholder’s / Investors Grievances Committee We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For VORA & ASSOCIATES CHARTERED ACCOUNTANTS (ICAI Firm. Reg. 111612W) BHARAT B. CHOVATIA PARTNER (Membership No. 31756) Place: Mumbai Dated: th July


AUDITORS’ REPORT To, THE MEMBERS OF MADHUSUDAN SECURITIES LIMITED.

We have audited the attached Balance Sheet of MADHUSUDAN SECURITIES LIMITED as at 31st March 2012 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date as annexed thereto These financial statements are the responsibility of the Company’s management Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards

require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides reasonable basis for our opinion.

As required by the Companies (Auditor's report) Order, 2003 as amended by the Companies (Auditor’s Report

(Amendment Order, (“the order” issued by the Central Government of India under sub section ( A of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the same order.

Further to our comments in the Annexure referred to in Paragraph (3) above; we report that;

(a) We have obtained all the information and explanations, which to best of our knowledge and belief were

necessary for the purpose of our audit; (b) In our opinion proper books of accounts as required by law have been kept by the Company so far as appears

from our examination of those books; (c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in

agreement with the books of accounts; (d) In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by

this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) On the basis of the written representations from the Directors of the Company as at 31st March, 2012 and taken on record by the Board of Directors, we report that as per the information and explanation given to us, none of the Directors are prima-facie disqualified from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956 and

(f) Without qualifying our report, we draw your attention to the following Other Disclosures to Financial Statements: Note no. 18.2: Regarding take-over of Business of Weekender Brand from Primus Retail Pvt. Ltd. and pending Capital Commitment of Rs. 45 Crores. Subject to above, In our opinion and to the best of our information and according to the explanation given to us, the said financial statements read with the significant accounting policies and notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In case of the Balance Sheet, of the State of affairs of the company as at March 31st, 2012, and; (ii) In the case of Statement of Profit & Loss of the LOSS for the year ended on that date. (iii) In the case of the Cash Flow Statement, of the cash flow for the year ended on that date.

For VORA & ASSOCIATES CHARTERED ACCOUNTANTS (ICAI Firm Reg. No.: 111612W) BHARAT B. CHOVATIA PARTNER (Membership No.31756) Place: Mumbai Dated: th July 2012


ANNEXURE TO THE AUDITORS’ REPORT

(Referred to in paragraph 3 of our Report of even date on accounts of Madhusudan Securities Limited for the year ended 31st March 201 .)

In respect of its Fixed Assets

During the year under review, the Company does not have any Fixed Assets as on 31st March, 2012. Hence, the provisions of Clause 4(i) of the order are not applicable to the Company.

In respect of Inventory :

During the year under review, the company does not have any inventory. Hence, provisions of clause 4(ii) of the order is not applicable to the company.

In respect of the loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered under register maintained u/s 301 of The Companies Act, 1956

a) The company has not granted any loan during the year under review. Consequently, the requirements of Clause (iii) b, c & d of order are not applicable to the company.

b) The Company has taken unsecured loan from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year is Rs. 47,00,000/- & the year-end balance is Rs. 47,00,000/-

c) The company has not paid any interest on the loan taken. d) The Company has not repaid the Loan amount.

In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business for purchase of inventories, fixed assets and for sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control systems.

(i) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or

arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(ii) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

The Company has not accepted any deposits from the public within the meaning of Section 58A and Section 58AA of the Companies Act 1956.

The Company has no formal internal audit system. However, in our opinion and according to the information and

explanation given to us, its internal control procedures generally ensure reasonable internal check of its financial and other records, commensurate with the size of the Company and the nature of its business.

As informed to us, the maintenance of Cost records has not been prescribed by the Central Government u/s 209 (1) (d)

of the Companies Act, 1956, in respect of activities carried on by the Company.

According to information and explanation given to us, in respect to statutory dues :

(a) The company is generally regular in depositing with the appropriate authorities in India the undisputed statutory dues under Income tax Act and other material statutory dues as applicable to it.

However, the provision of the Provident Fund, Investor Education and Protection Fund, Employee’s State Insurance, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues are NOT APPLICABLE.

b. At the end of the financial year there were no undisputed amounts payable in respect of income tax and other statutory dues as applicable, for a period of more than six months from the date they become payable.


The Company has incurred cash losses in this year. But the losses are less than fifty per cent of Company`s net worth at the

end of the financial year.

The company has not defaulted in repayment of its dues to any bank or financial institution during the year.

The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

The provisions of any special statute applicable to a chit fund / nidhi /mutual benefit fund / societies are not applicable to the Company.

The Company has, in our opinion maintained proper records of the transactions and contracts in respect of dealing in shares, securities, debentures, mutual funds and other investments during the year and timely entries have been made therein. All the shares, securities, debentures and other investments have been held by the Company in its own name.

According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank and financial institutions, the terms and conditions whereof are prejudicial to the interest of the Company.

The Company has not taken any term loans and hence provision of clause (xvi) of the order is not applicable.

According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the Company has not utilised funds raised on short-term basis for long-term purpose.

As per the information and explanation given to us, the Company has not made any preferential allotment of shares, during the year, to the parties and Companies covered in the register maintained u/s 301 of the Companies Act, 1956.

The company has not raised any funds by the way of debenture issue during the year.

The Company has not raised any money by public issue during the year under review.

According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For VORA & ASSOCIATES CHARTERED ACCOUNTANTS (ICAI Firm Reg. No.: 111612W) BHARAT B. CHOVATIA PARTNER (Membership No.31756) Place: MUMBAI Dated: th July 2012


BALANCE SHEET AS AT MARCH 31, 201

PARTICULARS NOTES As At 31.03.2012 As At 31.03.2011

` `

EQUITY AND LIABILITIES

SHAREHOLDERS FUNDS

Share capital , , , , , ,

Reserves and surplus , , , , , ,

, , , , , ,

NON CURRENT LIABILITIES

Long-term borrowings , , , ,

, , , ,

CURRENT LIABILTIES

Other current liabilities , , , , ,

Short-term provisions - , ,

, , , , ,

TOTAL Rs. , , , , , ,

ASSETS

NON CURRENT ASSETS

Non-current investments , , , ,

Long-term loans and advances , , , , , ,

Other non-current assets , , ,

, , , , , ,

CURRENT ASSETS

Cash and cash equivalents , , , ,

Short-term loans and advances - , ,

Other current assets , , ,

, , , ,

TOTAL Rs. , , , , , ,

The notes are an integral part of the Financial Statements

SIGNIFICANT ACCOUNTING POLICIES OTHER DISCLOSURES

As per our attached reports on even date

As per our attached Reports of even date For VORA & ASSOCIATES CHARTERED ACCOUNTANTS (ICAI Firm Reg. No. 111612W) BHARAT B. CHOVATIA PARTNER (Membership No. 31756) Place: Mumbai Dated: st July 20

For and on behalf of the Board of Directors MADHUSUDAN SECURITIES LIMITED Mr. K. Madhusudan Reddy Mrs. Piya Reddy Mr. NitinAnand Directors

Place: Mumbai Dated: ST July 20


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 201

PARTICULARS NOTES For the year

ended 31.03.2012

For the year ended

` `

INCOMES

Revenue from operations , , , ,

Other income , , ,

TOTAL INCOME , , , ,

EXPENSES

Purchases , , -

Employee benefits expense , , , ,

Other expenses , , , ,

TOTAL EXPENSES , , , ,

PROFIT / (LOSS) BEFORE TAX ( , , , ,

Less: Tax expense

Current tax - , ,

(Excess)/Short Provision of Tax for earlier years ( , ( , ,

PROFIT/ (LOSS) AFTER TAX

Earnings per equity share (Rs.) Basic & Diluted

(Face Value of Rs. 10/- each) (

The notes are an integral part of the Financial Statements

SIGNIFICANT ACCOUNTING POLICIES OTHER DISCLOSURES


For and on behalf of the Board of Directors MADHUSUDAN SECURITIES LIMITED Mr. K. Madhusudan Reddy Mrs. Piya Reddy Mr. NitinAnand Directors



CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 201

- -

( I ) CASH FLOW FROM OPERATING ACTIVITIES

` `

Net Profit / (Loss) before Tax and Extraordinary items ( , , , ,

ADJUSTMENTS FOR:

Less: Dividend received

( , ( , ,

(Profit)/ Loss on sale of Investments

( ( , ,

Interest Income (Net)

( , ( , ,

Share Issue Expenses written off

, ,

Operating Profit / (loss) before Working Capital Changes ( , , ( , ,

(Increase) / Decrease in Long Term Loans & Advances ( , , , ( , , ,

(Increase) / Decrease in Other Non-Currents Assets ( , , -

(Increase) / Decrease in Other Currents Assets ( , , ,

Increase / (Decrease) in Other Current Liabilities ( , , , , , ,

Cash (used) / generated from Operations

( , , , ( , , ,

Less: Net Income Taxes paid / (Refund)

, , ( , ,

Net Cash Flow from Operating Activities (A) ( , , , ( , , ,

( II ) CASH FLOW FROM INVESTING ACTIVITIES

(Purchase) / Sale of Investment (Net)

- , , ,

Profit/ (loss) on Sale of Investments

, ,

Dividend

, , ,

Net cash used in investing activities (B) , , , ,

( III ) CASH FLOW FROM FINANCING ACTIVITIES

Interest Income

, , ,

Issue of Share Capital

, , , -

secured Long Term Borrowings

- ( , , ,

Unsecured Long Term Borrowings

, , , ,

Net cash generated from Financial Activities (C) , , , ( , , ,

NET CHANGES IN CASH AND CASH EQUIVALENTS (A+B+C) ( , ( , , ,

Cash and cash equivalents at the beginning of the year , , , , ,

Cash and cash equivalents at the close of the year , , , ,

Notes:

The Cash flow statement has been prepared under the indirect method as set out in Accounting

Standard 3 Cash Flow Statement' issued by The Institute of Chartered Accountants of India.

2. Cash and Cash Equivalents includes Cash and Bank Balance.

3. Figures of Previous years have been regrouped and rearranged wherever necessary to confirm

with current year's classification.


For and on behalf of the Board of Directors MADHUSUDAN SECURITIES LIMITED

Mr. K. Madhusudan Reddy Mrs. Piya Reddy Mr. NitinAnand

Directors



NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Note 1- Share Capital

As At

As At

Authorised Capital

1,50,00,000 Equity Shares (P.Y 50,00,000) of ` 10/- each

, , ,

, , ,

TOTAL `

, , ,

, , ,

Issued, Subscribed and Fully Paid Up

8,69,54,87 Equity Shares (P.Y 15,00,000) of ` 10/- each

, , ,

, , ,

fully paid up

TOTAL `

, , ,

, , ,

a) Reconciliation of number of shares outstanding at the beginning and at the end of the year

Particulars

As At

As At

No. of Shares

No. of Shares

Equity Shares at the beginning of the year

, ,

, ,

Add: Shares issued during the year

, , -

Equity Shares at the end of the year

, ,

, ,

b) Details of shareholders holding more than 5% of equity shares of the company#

Sr. No Name of the Shareholder

As At 31.03.2012 As At 31.03.2011

No. of Shares Held

Percentage of Shareholding

No. of Shares Held

Percentage of Shareholding

PRIMUS RETAIL PVT LTD

, , - -

FORESIGHT HOLDING PVT LTD

, , - -

KSR FINANCIAL CONSULTANTS AND INVESTORS PVT LTD

- - , ,

TOTAL

, ,

, ,

# As per the records of the company, including the register of members

c) Details of Equity Shares allotted during the year 61,42,857 Equity Shares of Rs. 10/- each have been allotted to Primus Retail Pvt Ltd at a premium of Rs. 60, as fully paid

up, pursuant to Takeover agreement dated 04/02/2011, for consideration other than cash.

10,52,630 Equity Shares of Rs. 10/- each have been allotted at a premium of Rs. 66, fully paid up, as prefential allotment to 3 parties.

d) Terms / rights attached to the equity shares The Company has equity shares having a Face value of Rs. 10 per share. Each holder of equity share is entitled to one vote

per share. The dividend, if any, proposed by the Board of Directors, is subject to the approval of the shareholders in the ensuing Annual General Meeting.


Note 2- Reserves & Surplus

As At

As At

Securities Premium Account

As per Last Balance Sheet

, , ,

Add: Received during the year on further issue of equity shares

, , ,

Closing Balance

, , ,

, , ,

Special Reserve *

, ,

, ,

Surplus in Profit & Loss

As per Last Balance Sheet

, , ,

, , ,

Add: Profit for the period

( , ,

, ,

Less: Transfer to Special Reserve -

( , ,

Closing Balance

, , ,

, , ,

TOTAL `

, , ,

, , ,

* - 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.

As At

As At

Note 3- Long Term Borrowings

Unsecured, Considered Good

Loans & Advances from related Parties

Nature of relationship

Volume of transactio

ns

Smt. Sujatha Reddy

Director`s Relative

, ,

, ,

, ,

Mr. Madhusudan Reddy Director

, ,

, , -

TOTAL `

, ,

, ,

Note 4- Other Current Liabilities

Other Payables *

, ,

, , ,

TDS Payable

, -

TOTAL `

, ,

, , ,

* - Other payables includes amount of Rs. 14,82,000 (P.Y. 14,82,000) payable to Sree Sanjeeva Raghu Agencies P. L., Concern in which Directors are interested.


Note 5 - Short Term Provisions

Provision for Income Tax

, ,

TOTAL `

-

, ,

Note 6- Non Current Investment (Long Term) Sr.

No Particulars No. of Shares

Cost per share

` ` `

Investment in Quoted Equity Shares in Others (Fully Paid Up)

Grasim Industries Ltd

Prime Property Dev. Corp. Ltd. , , , , ,

Ultratech Cement Ltd

Total I , ,

, ,

Market value of Quoted Investment , ,

, ,

Investment in Unquoted Equity Shares in

Others (Fully Paid Up)

Bhubaneswar Stock Exchange , , ,

Baroda Rayon Corporation Ltd , ,

Farm Enterprises Ltd

Goa Invecast Ltd , , , , ,

Gold star Steel & Alloy Ltd , ,

Haryana Industries , , ,

Hitek Industries , , ,

Hope Leasing

Orkay Industries , , ,

Pooja Granites , , ,

Samruddhi Cements Ltd

Shubangini Holiday Resorts , , ,

Thapaer Ispat

Total II

, ,

, ,

Investment in P M S Funds

Deutche Investments India P. L. , ,

, ,

, , Total III

, ,

, ,

Market Value of the above Investment

, ,

, ,

Total I+II+III

Note All the investments held by the Company in Shares and others are long term in nature, are registered in its own

name (Physical / Demat form) or are under process of registration by the Company and are free from any encumbrances.

No Provisions is made for diminishing in value of investment being Long Term in nature as considered by the management


Note 7 - Long Term Loans & Advances

Advances recoverable in Cash or Kind

, ,

, ,

Primus Retail Pvt. Ltd. (See Note 19.2)

, , ,

, , ,

MAT Credit Entitlement

, -

Income Tax Refund Dues

, ,

, ,

TOTAL `

, , ,

, , ,

Note 8- Other Non- Current Assets

Security Deposits

, , ,

TOTAL `

, , ,

Note 9 - Cash & Cash Equivalents

Balances with Bank

In Current Accounts

,

, ,

In Deposit Accounts

, ,

, ,

TOTAL `

, ,

, ,

Note 10- Short Term Loans & Advances

Advance Tax & TDS

-

, ,

TOTAL `

-

, ,

Note 11- Other Current Assets

Other Receivables

, ,

Share Issue Expense

, ,

Less: 1/5th amount written off

, ,

, , -

TOTAL `

, , ,


NOTES TO STATEMENT OF PROFIT & LOSS

PARTICULARS For the year ended

For the year ended

Note 12- Revenue From Operations Sales of Shares (Futures) , , -

Gain on Share Business - ,

Dividend on Shares , , ,

TOTAL ` , , , ,

Note 13- Other Income

Interest Income (Net) , , ,

Interest on Income Tax Refund , ,

Capital Gains , ,

Fractional Entitlement -

TOTAL ` , , ,

Note 14 - Purchases

Purchase of Shares (Futures) , , -

, , -

Note 15- Employees Benefit Expense

Salaries, Wages & Bonus , , , ,

Staff Welfare Expenses - ,

TOTAL ` , , , ,

Note 16- Other Expenses

Advertisement Expenses , ,

Appeal Fees , -

Bank & Demat Charges ,

Conveyance expenses , ,

Depository Fees , ,

Stock Exchange Membership Fees , , -

Insurance , ,

Listing and stock exchange fees , ,

Miscellaneous Expenses , ,

Printing & Stationery , ,

Rent * , ,

Registrar & Secretarial Fees , , ,

ROC Filling Fees , ,

Security Transaction Tax ,

Shop & Establishment Fees , ,

Share Issue Expenses amortised Written Off , , -

Auditors Remuneration:

- For Statutory Audit , , , ,

- For Tax Matters , ,

- For Company Law Matters , , , ,

- Out of Pocket Expenses , , , ,

TOTAL ` , , , ,

* - Rent of Rs. 15,000/- is Paid to Nav Bharat Carriers Pvt Ltd, Concern in which Directors are interested.


NOTE 1 –SIGNIFICANT ACCOUNTING POLICIES:

i. Basis of Accounting:

The financial statements are prepared under the historical cost convention, on an accrual & ongoing concern basis, in accordance with the generally accepted accounting principles in India and materially comply with mandatory accounting standards issued by the Institute of the Chartered Accountants of India and the provisions of the Companies Act, 1956.

ii. Other Accounting Policies: These are generally consistent with the well accepted accounting standard principles and practices. iii. Revenue Recognition: Revenue is recognised only when it can be reliably measured and it is reasonable to expect ultimate

collection. In case of uncertainties, revenue is recognised only when it becomes reasonably certain that ultimate collection will be made.

Interest income (net) is recognised on time proportion basis. Dividend income is recognised when the right to receive dividend is established and/ or receipts. iv. Fixed Assets: Fixed Assets, if any, held by company are valued at cost less depreciation, if any. v. Depreciation: Depreciation on fixed assets, if any, shall be provided as per Straight Line Method at the rates and in the

manner specified in Schedule XIV of the Companies Act, 1956.

vi. Shares Investment: Investments are valued at cost plus brokerage and other incidental charges. Profit or losses on investment are accounted as and when realised as Capital Gain/ Loss, if any.

vii. Expenses: All expenses are accounted for on accrual basis. viii. Retirement Benefits:

The provisions of the Provident Fund Act 1952 are not applicable to the company, as number of employees does not exceed the statutory limits prescribed in the Act.

ix. Taxes on Income:

Current Tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the Income Tax Act, 1961.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company

x. Events Occurring After the Balance Sheet Date

Where material, events occurring after the Balance Sheet Date are considered up to the date of approval of accounts by the Board of Directors.


xi. Contingent Liabilities and Contingent Assets

Contingent liabilities are not recognised but are disclosed in the Notes. Contingent Assets are neither recognised nor disclosed in the financial statements.

NOTE 1 –OTHER DISCLOSURES TO FINANCIAL STATEMENTS: Contingent Liability: NIL

Capital Commitment:

The Company has taken over the business of Weekender from Primus Retail Private Limited vide agreement dated 04-02-2011 for ` 100 Crores and part payment upto ` 55 Crores is made. Therefore, The estimated amount of contracts remaining to be executed on Capital A/c and not provided for is ` 45 Crores (P.Y. `93 Crores).

The revenue figures of the business takeover are not included above since requisites permission are

under process, to be received from the statutory authorities and pending compliance of the Agreement. No employee was in receipt of a remuneration aggregating to ` 60,00,000/- or more per annum, if

employed for the whole year or ` 5,00,000/- or more per month, were employed for a part of the year.

Segment reporting as per A.S. 17 issued by ICAI: The Company has mainly one reportable business segment at present. Therefore, no further disclosure is required under AS 17 on segment reporting.

Earnings Per Share (EPS) under A.S. 20 issued by ICAI:

Particulars - -

(i) Profit after Tax ( , , , ,

(ii) Weighted Average No. of Equity shares for basic E.P.S. , ,

, ,

(iii) Nominal value of Equity shares

(iv) Basic / Diluted Earnings Per Equity Shares (

To comply with Revised Schedule VI, previous years’ figures have been regrouped / recast wherever

necessary and applicable. As per our attached Reports of even date For VORA & ASSOCIATES CHARTERED ACCOUNTANTS (ICAI Firm Reg. No. 111612W) BHARAT B. CHOVATIA PARTNER (Membership No. 31756) Place: Mumbai Dated: ST July 2012

For and on behalf of the Board of Directors MADHUSUDAN SECURITIES LIMITED Mr. K. Madhusudan Reddy Mrs. Piya Reddy Mr. Nitin Anand Directors

Place: Mumbai Dated: ST July 2012


PARTICULARS - - - - - - - -

SALES & OTHER RECIEPTS

PROFIT / (LOSS) BEFORE TAXES (

PROFIT / (LOSS) AFTER TAXES (

EQUITY SHARE CAPITAL

RESERVES & SURPLUS ,

TANGIBLE NET WORTH ,

BOOK VALUE PER SHARE OF Rs. 10

DEBT EQUITY RATIO : : : : : : : :

EPS (Rs) ON Rs. 10 PAID UP (

DIVIDEND % NIL NIL NIL NIL NIL NIL NIL NIL REVENUE EXPENSES TO GROSS RECIEPTS (%) NA PROFIT AFTER TAX TO GROSS RECIEPTS (%) NA

EIGHT YEAR FINANCIAL HIGHLIGHTS AT A GLANCE

PROXY FORM I/We ___________________________________________________________________________ of _______________________________ being a member/members of MADHUSUDAN SECURITIES LIMITED hereby appoint_________________________ of ___________________________ in the district of ____________________________ or failing him ___________________________ of _______________________ in the district of ____________________ as my/our proxy to vote for me/us and on my/our behalf at the Twenty Ninth Annual General Meeting of the Company to be held on September at Regd. Office: 6/A-2, Court Chambers, 35, New Marine Lines, Mumbai : 400 020, at 3.30 P.M. and at any adjournment thereof. Signed this ______________day of _____________, 201 Folio No: Signature of Shareholder NOTE: This form duly completed should be deposited at the Registered Office of the Company before 48 hours of the meeting. A Proxy need not be a Member.


Registered Office: 6/A-2, Court Chambers, th Floor, 35, New Marine Lines,

Mumbai -

ATTENDANCE SLIP

(Shareholders attending the Meeting in person or by Proxy are requested to complete the Attendance Slip and hand over at the entrance of the Meeting Hall) I hereby record my presence at the Twenty Ninth Annual General Meeting of the Company at Regd. Office: Registered Office: 6/A-2, Court Chambers, 6th Floor, 35, New Marine Lines, Mumbai - 400 020, on September at 3.30 P.M. Folio No_____________ Full name of the Shareholder/Proxy__________________________________ (IN BLOCK LETTERS) Signature: PLEASE BRING THIS ATTENDANCE SLIP TO THE MEETING

Revenue

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