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Madhusudan Securities Ltd.

BSE: 511000 Sector: Financials
NSE: N.A. ISIN Code: INE856D01011
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VOLUME 75
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52-Week low 6.32
P/E
Mkt Cap.(Rs cr) 6
Buy Price 6.32
Buy Qty 235.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.32
CLOSE 6.32
VOLUME 75
52-Week high 62.25
52-Week low 6.32
P/E
Mkt Cap.(Rs cr) 6
Buy Price 6.32
Buy Qty 235.00
Sell Price 0.00
Sell Qty 0.00

Madhusudan Securities Ltd. (MADHUSUDANSEC) - Director Report

Company director report

To the Members

MADHUSUDAN SECURITIES LIMITED

Your Directors have pleasure in presenting the 32ndAnnual Report on thebusiness and operations of the company along with the Audited Financial Statement ofAccounts for the year ended March 31 2015.

1. Financial Result (Standalone)

Particulars Current year Previous year
2014-2015 2013-2014
Rs. Rs.
Total Revenue 3063544 936907
Total Expense (4141779) (1718511)
Profit/ (Loss) before tax (1078236) (781604)
Tax expense NIL NIL
Profit/ (Loss) after tax (1078236) (781604)
Profit/ (Loss) for the year (1078236) (781604)
Add: Balance brought forward of the previous year 5633997 6415600
Balance carried to balance sheet 4555760 5633997
Earnings per share (0.18) (0.09)

2. Dividend

Due to losses incurred during the year by the Company the Board regrets its inabilityto recommend any dividend to strengthen the financial resources of the Company.

3. Operations and Future Prospects

During the year under review the Company has made meagre surplus by trading inSecurities. However it has suffered losses due to high fixed administrative expensesrelated to the Company. The net loss suffered by the Company is of Rs. 1078236/-.

The Company has paid Rs. 12 Crores to Primus Retail P. L. pursuant to the BTA agreementdated 04/02/2011 which stands cancelled due to non-performance of the obligation by theparty hence the said amount is due and recoverable treated as doubtful advances.

6142847 equity Shares of Rs. 10/- each were issued without any cash consideration toPrimus Retail (P) Ltd. pursuant to BTA for transfer of its Brand & Business. HighCourt has declined Primus Retail (P) Ltd. to transfer the Brand & Business. Thereforeequity shares issued in lieu of BTA has not materialized consequently the said sharesstands as cancelled & subsequently forfeited by the Company. The securities premiumaccount is adjusted to give effect of cancellation and forfeiture of own shares. The facevalue of such shares are accounted as Forfeited Shares (to be reissued) pending statutoryapproval / consideration.

4. Number of meetings of the board

The Board of Directors have conducted quarterly Board Meetings during the FinancialYear 2014-15 on various dates namely I. August 09 2014; II. October 17 2014; III.February 13 2015: IV. May 25 2015

5. Equity Share Capital

The Equity Share Capital as on March 31 2015 was Rs.86954870/- of which theCompany has forfeited shares of Rs.61428470/- during the year.

6. Extract of annual return

(a) Registration and Other Details:

CIN No LI8109MH1983PLC029929
Registration Date 06th May 1983
Name of The Company Madhusudan Securities Limited
Category Public Limited Company
Address 6/A-2 Court Chambers 35 New Marine Lines Mumbai 400 020 Email ID: mslsecurities@yahoo.com Tel No. 022 22009290
Listed Bombay Stock Exchange Mumbai.
Registrar and Transfer Agents M/s Link Intime India Private Limited

C-13 Pannalal Silk Mills Compound L.B.S Marg Bhandup (w)

Mumbai 400 078

Email : mumbai@linkintime.co.in

Tel No: 022 25963838

(b) PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Name and Description of Main Product/ Services NIC Code of the Product/ Service % of total turnover to the Company
Trading 64990 99.98%

(c) Particulars of Holding Subsidiary & Associate Companies:

Name And Address Of The Company CIN/GLN Holding/Subsidiary/ Associate % of shares held Applicable Section
1 N.A N.A N.A N.A N.A

i. Its Shares Debentures and Other Securities and Shareholding Pattern;

Category of Shareholder

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Shareholding of Promoter and Promoter Group:
(1) Indian OLD PROMOTERS NEW PROMOTERS
Individuals/ Hindu Undivided Family 63500 - 63500 0.73 5450 - 5450 0.21 (0.52)
Central Government / State Government (s) - - - - - - - - -
Bodies
Corporate 134800 - 134800 1.55 1434973 - 1434973 56.22 54.67
Financial Institutions/ Banks - - - - - - - - -
Any Others (Specify) - - - - - - - - -
Sub Total(A) (1) 198300 - 198300 2.28 1440423 - 1440423 56.43 54.15
(2)Foreign
Individuals (Non- Residents Individuals/ Foreign Individual) - - - - - - - - -
Bodies Corporate - - - - - - - - -

 

Institutions
- - - - - - - - -
Any Others (Specify) - - - - - - - - -
Sub Total(A) (2) - - - - - - - - -
Total Shareholdi ng of new Promoter and Promoter Group (A)= (A)(1)+(A)( 2) 198300 - 198300 2.28 1440423 - 1440423 56.43 54.15
B. Public shareholding (1)
Institutions
Mutual
Funds/ UTI - - - - - - - - -
Financial
Institutions /
Banks - - - - - - - - -
Central
Government
/ State
Government
(s) - - - - - - - - -
Venture
Capital
Funds - - - - - - - - -
Insurance
Companies - - - - - - - - -
Foreign
Institutional
Investors - - - - - - - - -
Foreign
Venture
Capital
Investors - - - - - - - - -
Any Other
(specify) - - - - - - - - -
Sub-Total
(B)(1) - - - - - - - - -
(2) Non-
institutions
Bodies Corporate 7854945 - 7854945 90.33 798479 - 798479 31.28 (59.1)
Individuals
Individuals -
i. Individual shareholders holding nominal share capital up to Rs 1 lakh 93892 3350 97242 1.11 22102 3350 25452 0.99 (0.12)

 

ii. Individual shareholders holding nominal share capital 502795 - 502795 5.78 286266 - 286266 11.21 (5.43)
in excess of Rs. 1 lakh. Any Other (specify) - - - - - - - - -
Hindu Undivided Family - - - - - - - - -
Non Resident Indian 39500 - 39500 0.45 200 - 200 0.01 0.44
Clearing Member 2705 - 2705 0.05 1820 - 1820 0.08 (0.03)
Sub-Total (B)(2) 8493837 3350 8497187 97.72 1108867 3350 1112217 43.57 (54.1)
Total Public Shareholdi ng (B)= (B)(1)+(B)( 2) 8493837 3350 8497187 97.72 1108867 3350 1112217 43.57 (54.1)
TOTAL (A)+(B) 8692137 3350 8695487 100.00 2549290 3350 2552640 100.0 0.00
C. Shares held by Custodians and against which Depository Receipts have been issued - - - - - - - - -
GRAND TOTAL (A)+(B)+(C) 8692137 3350 8695487 100.00 2549290 3350 2552640 100.0 0.00

(ii) Shareholding of Promoters

Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year
No. of Shares % of total Shares of the company %of Shares Pledged /encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged /encumbe red to total shares % change in share holding during the year
Old Promoter
1 Madhusudan Reddy 63500 0.73 - - - - -
2 Exemplar International P. L. New Promoter 13480 0 1.55 - - - - -
3. Mr. Salim Govani - - - 5450 0.21 - -
4. Foresight Holding P. L. - - - 972973 38.11
5. Growsafe Securties Pvt Ltd - - - 231000 9.05
6. Indusage Advisors Ltd - - - 231000 9.05 9.05
Total 198300 2.28 - 1440423 56.42 9.05 -

(iii) Change in Promoters’ Shareholding

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year (Old Promoter)
1. Mr. Madhusudan Reddy 63500 0.73%
2. Exemplar International P. L. 134800 1.55% 198300 2.28
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease
At the closing of the year (New Promoter)
Mr. Salim Govani 5450 0.21
Foresight Holding P. L. 972973 38.11
Growsafe Securties P. L. 231000 9.05 1440423 56.42
Indusage Advisors Ltd 231000 9.05

iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADR):

For Each of the Top 10 Shareholders Shareholding at the beginning of the year Shareholding at the end of the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Primus Retail Private Limited 6142847 70.64
2 Foresight Holdings Pvt Ltd 539286 6.20
3 Dewsoft Overseas Private Limited 394737 4.54 394737 15.46
4 Acme Investments Consultants Pvt Ltd 263157 3.03 263157 10.31
5 Growsafe Securities Private Limited 231000 2.66
6 Indusage Advisors Limited 231000 2.66
7 Mr. Shravan Shyam Shroff 149995 1.73 - -
8 Mr. Prasad Kancharla 140768 1.62 - -
9 Mr. Sidharth Ratanlal Bafna 50950 0.59 50950 1.99
10 Mr. Ramesh Bhogilal Vora 37000 0.43 - -
11 Mr. Shyam G Shroff - - 146826 5.75
12 Exemplar International P. L. - - 134800 5.28
13 Mr. Madhusudan Reddy - - 63500 2.48
14 Mr. Vipul Priyakant Dalal - - 24990 0.97
15 Mr. Raghvendra Mohta - - 4650 0.18
16 VSL Securities P. L. - - 4000 0.15
17 Ms. Kanta Rajendra Shah - - 2700 0.11

(v) Shareholding of Directors and Key Managerial Personnel:

Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Directors and KMP No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year
1. Mr. Madhusudan Reddy 63500 0.73 63500 0.73
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase/ decrease NIL NIL NIL NIL
At the End of the year
1. Mr. Madhusudan Reddy 63500 2.48 63500 2.48
2. Mr. Salim Govani 5450 0.21 5450 0.21

(d) ITS INDEBTEDNESS;

- NIL

(e) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

- No Remuneration was paid to any of the Directors in the year under review.

(f) Penalty or punishment imposed on the company its directors or officers and detailsof compounding of offences and appeals made against such penalty or punishment;

- No Penalty under the Companies Act 2013 has been imposed during the Financial Year2014-15

7. Its promoters directors key managerial personnel along with changes thereinsince the close of the previous financial year

Name of the Director Position Changes (Appointment/ Resignation)
Mr. Salim Govani Promoter Appointed on 21st April 2015
Mrs. Sausan Bukhari Promoter Appointed on 21st April 2015
Mr. Harsh Javeri Independent Director No Change
Mr. Abhilash Padmanabh Independent Director No Change
Mr. Madhusudan Reddy Promoter (Ceased) Ceased to be promoter w.e.f 21st April 2015

8. Meetings of members or a class thereof Board and Annual General Meetingsalong with attendance details;

Name of the Director Position as on 31/03/2015 Date of Appointment/ Resignation

Attendance at

No. of Directorship (s) in other Companies No. of Membership in Board Committees of other Companies
Board Meeting Last AGM
Mr. Madhusudan Reddy Promoter Appointment on 17/08/1985 4 Yes 5 NIL
Mr. Harsh Javeri Independent Director Appointment on 30/05/2013 4 Yes 3
Mr. Abhilash Padmanabh Independent Director Appointment on 30/05/2013 4 No 2

9. Board Committees:

Details of the Board Committees and Other related information are provided hereunder:

Audit Committee

Name of the Members Composition and Category Designation Total Meetings Attended
Mr. Harsh Javeri Non Executive Director/ Independent Director Chairman 4
Mr. Madhusudan Reddy Executive Director Member 4
Mr. Abhilash Padmanabh Non Executive / Independent Director Member 4

Shareholders / Investors Grievance Committee

Name of the Members Composition and Category Designation Total Meetings Attended
Mr. Madhusudan Reddy Executive Director Chairman 4
Mr. Harsh Javeri Non Executive / Independent Director Member 4
Mr. Abhilash Padmanabh Non Executive / Independent Director Member 4

Management Remuneration Committee

Name of the Members Composition and Category Designation Total Meeting Attended
Mr. Abhilash Padmanabh Non-Executive/ Promoter Chairperson 1
Mr. Madhusudan Reddy Executive Director Member 1
Mr. Harsh Javeri Non-Executive / Promoter Member 1

In accordance with the Companies Act 2013 and the rules prescribed thereunder theCompany is not required to constitute the following Board Committees:

(I) Stakeholders Remuneration Committee and

(II) Corporate Social Responsibility Committee.

10. Other Matters

- The Management of the Company has been taken over by Mr. Salim P Govani and othersafter completing the Takeover formalities under the SEBI (SAST) Regulations 2011on 21stApril 2015. The existing promoter Mr. Madhusudan Reddy ceased to be promoter on account oftransfer of shareholding to the acquirer.

11. Directors Responsibility Statement

As per section 134 (3) (c) of the Companies Act 2013

1. That in the preparation of the annual accounts for the financial year ended March31 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures;

2. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent to maintainthe matching revenue concept so as to give a true and fair view of the state of affairsof the Company at the end of the financial year and of the Profit or loss for that period;

3. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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 2015 are prepared ona ‘going concern’ basis;

5. That proper internal financial controls were in place and the financial controlswere adequate and operating effectively;

6. That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

12. Directors And Key Management Personnel

In accordance with the provisions of the Act and the Articles of Association of theCompany Director Mr. Madhusudan Reddy retire by rotation and has expressed hisunwillingness vide letter dated 21/04/2015 for reappointment. On request of the Board ofDirectors Mr. Madhusudan Reddy shall continue to be the Director till the ensuing AnnualGeneral Meeting.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Clause 49 of the Listing Agreement with the Stock Exchanges.

13. Particulars of loans guarantees or investment

The Company has not made any investment either by loans/ guarantees/ any other formthrough more than two layers of investment companies.

14. Related Parties Transaction

All contracts/ arrangements/ transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm’slength basis. The Related Party Transactions are duly recorded as part of Notes toAccounts which is self-explanatory and the terms and conditions of which are notprejudicial to interests of the Company.

15. Material changes and commitments

The Company has received order from SEBI dated 17th April 2015 imposing apenalty of Rs. 300000/- for the violation of the SEBI Regulations which has been dulypaid before the date of the report. No other material changes have occurred after theBalance Sheet date.

16. Particulars Regarding Conversion of Energy and Technology Absorption

Additional information required regarding Conservation of Energy and TechnologyAbsorption are NOT APPLICABLE as the Company is not carrying out any manufacturingoperation.

17. Foreign Exchange Earnings And Outgo

During the year under review the Company has not earned or incurred any amount inforeign exchange.

18. Internal Financial Controls

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.

19. Corporate Social Responsibility

The Company is not liable to constitute a Corporate Social Responsibility Committeesince the Company has not attained the prescribed limit as mentioned hereunder:

• Net Worth of Rs.500 crore or more or

• Turnover of Rs. 1000 crore or more or

• Net Profit of Rs.5 crore or more during the financial year

20. Corporate Governance

The company generally maintains good standards of corporate governance and adheres tothe corporate governance requirements set out by SEBI. The company has also implementedseveral best corporate governance practices as prevalent globally. The report on corporategovernance as stipulated under Clause 49 of the listing agreement forms part of the annualReport. The requisites of the certificate from the auditors of the Company confirmingcompliance with the conditions of corporate governance as stipulated under the aforesaidclause 49 is attached to the report in corporate governance.

21. Risk Management

The Company has a Fraud and Risk Management Policy to deal with the instances of fraudand mismanagement if any. During the year the Company has not identified any element ofrisk which may threaten the existence of the Company.

22. Particulars of Employee

There are no employees in receipt of remuneration exceeding the limit as prescribedunder the provisions of Section 197 of the Companies Act 2013.

23. Details of Policy Development and Implementation

The change of management shall draw up the Business Plan and Corporate SocialResponsibility in due course.

24. Auditors Report & Auditors

The company’s statutory auditors M/s. Vora & Associates Chartered AccountantsICAI FRN.- 111612W Mumbai retire at the ensuing AGM. The members are requested toappoint Statutory auditors of the Company.

The observations made by the Statutory Auditors in their Report read together withSignificant Accounting Policies and the relevant Notes forming part of the accounts forthe financial year ended 31st March 2015 are self-explanatory and therefore do not callfor any further comments.

25. Explanation by the Board on Qualifications Or Adverse Remark by the Auditor in itsAudit Report

The Notes on financial statement referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. Refer Note no. 16(b) (c) and(d) for detailed explanation.

26. Secretarial Audit Report

Pursuant to the provision of the Section 204 of the Companies Act 2013 and theCompanies Rule 2014 the company shall appoint a Practising Company Secretary to conductsecretarial audit in due course to comply the provisions of the Act.

27. Acknowledgement

Your Directors wish to place on record their deep sense of appreciation to the OutgoingPromoters and employees Associates Bankers for the continued help and co-operationextended by them to the Company.

For AND ON BEHALF OF THE BOARD OF DIRECTORS

MR. SALIM P. GOVANI

CHAIRMAN

Place: Mumbai

Dated: 25th May 2015