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Madhusudan Securities Ltd.

BSE: 511000 Sector: Financials
NSE: N.A. ISIN Code: INE856D01011
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NSE 05:30 | 01 Jan Madhusudan Securities Ltd
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OPEN 1.23
CLOSE 1.23
VOLUME 100
52-Week high 1.94
52-Week low 0.83
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
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 37th Annual Report on thebusiness and operations of the company along with the Audited Financial Statement ofAccounts for the year ended March 31 2020.

1. Financial Result (Standalone)

Particulars Current year 2019-2020 Previous year 2018-2019
Rs. Rs.
Total Revenue 4000 5059
Total Expense 1764963 1092796
Profit/ (Loss) before tax (1760963) (1087737)
Tax expense - (106)
Profit/ (Loss) for the year (1760963) (1087631)
Other Comprehensive Income 2229 40472
Total Profit for the Year (1763192) (1047159)
Earnings per share (0.69) (0.41)

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 Management are looking forward for better businessavenues and hence have not carried any trading activities. Hence it has suffered lossesdue to statutory compliance expenses & administrative expenses incurred by theCompany. The net loss suffered by the Company is of Rs. 1763192/-.

The 6142847 equity Shares of Rs. 10/- each were issued as part consideration otherthan cash to Primus Retail Pvt. Ltd. pursuant to Business Transfer Agreement (BTA) dated04/02/2011 for transfer of its Brand & Business.

However Karnataka High Court has declined Primus Retail Pvt. Ltd. to transfer theBrand & Business. Hence due to nonperformance by Primus Retail Pvt. Ltd. of theirobligation BTA Agreement stands cancelled. Therefore equity shares issued in lieu of BTAstands null and void by the Board of Directors and consequently the said shares has beenrevoked/forfeited (to be reissued) by the Company pending statutory approvals from theappropriate authorities.

Further the face values of such shares of Rs. 10/- are accounted as Forfeited Shares(to be reissued) through Scheme of arrangement under the Companies Act in due course forfurther re-allotment.

In view of the above the securities premium charged to 6142847 equity shares at thetime of allotment has been reversed from the premium account to give effect of suchforfeited equity shares by the Board for fair presentation of the financial statements.

The 6142847 Equity Shares considered as forfeited by the Company are yet to berepossessed from the Primus Retail Pvt. Ltd. and are to be allotted/reissued as perrequisite statutory approvals from the authorities and Stock Exchange for trade purposes.Therefore the effective capital of the company is reduced to Rs. 25526400.

The Company had paid Rs. 12 Crores to Primus Retail (P) Ltd. pursuant to the BTA andShares were issued for consideration other than cash prior to transfer of Brand &Business assets. However the Primus Retail Pvt. Ltd. could not honour the Agreement dueto Court order. Therefore amount of Rs. 12 Crores paid for the contract standsrecoverable which is treated as Advance to be recovered in cash or kind and the shares arerevoked & forfeited.

The Primus Retail P. L. has been declared under liquidation hence the advance of Rs.12 Crores has become doubtful in nature and Equity shares are revoked & forfeited. Noprovision of doubtful advances is made in the books of accounts since Management isputting efforts for recovery or settlement with the concerned persons on account ofliquidation of Primus Retail Pvt. Ltd.

The Ministry of Home Affairs on March 24 2020 notified a nation wise lockdown in Indiato contain the outbreak of the COVID-19 pandemic due to which there have been severalrestrictions imposed by the Government across the globe on the travel movement of goodsand transportation considering public health and safety measures. As per the managementno significant impact on carrying amounts of receivables and other financial assets isexpected and the management continue to monitor changes in future economic conditions.

The Directors are looking forward for better Professional avenues and Investmentopportunities for the company. Barring unforeseen circumstances your Directors arehopeful to have better performance in the year to follow.

(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 Year2019 - 20.

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

Name of the Director Position Changes (Appointment/ Resignation)
Mr. Salim Govani Promoter No Change
Mrs. Sausan Bukhari Woman Director No Change
Mr. Harsh Javeri Independent Director No Change
Mrs. Isha Sekhri Independent Director Resigned on 14-01-2020
Mr. Abhilash P. Kamti Independent Director Appointed on 27-01-2020
Ms. Rishika Puri Company Secretary Appointed on 08-08-2019

8. Meetings of members or a class thereof Board and Annual General Meetings along withattendance details;

Name of the Director Position as on 31/03/2020 Date of Appointment/Resignation

Attendance at

No. of Directors hip(s) in other Companie s No. of Membership (s) in Board Committees of other Companies
Board Meeting Last AGM
Mr. Salim Govani Promoter Appointment on 21/04/2015 5 Yes 11 -
Mrs. Sausan Bukhari Director Appointment on 21/04/2015 5 Yes 2 -
Mr. Harsh (averi Independent Director Appointment on 30/05/2013 5 Yes 3

-

Mrs. Isha Sekhri Independent Director Appointed on 24/01/2017 5 Yes - -

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 (averi Non-Executive/Independent Director Chairman 4
Mrs. Isha Shekri Non-Executive / Independent Director Member 3
Mr. Salim Govani Promoter Director Member 4

Shareholders / Investors Grievance Committee

Name of the Members Composition and Category Designation Total Meetings Attended
Mrs. Sausan Bukhari Director Chairperson 4
Mr. Salim Govani Promoter Director Member 4
Mr. Harsh (averi Non-Executive / Independent Director Member 4

Management Remuneration Committee

Name of the Members Composition and Category Designation Total Meeting Attended
Mrs. Isha Shekri Non-Executive/Independent Director Chairperson 1
Mr. Harsh (averi Non-Executive/Independent Director Member 1
Mrs. Sausan Bukhari Director Member 1

In accordance with the Companies Act 2013 and the rules prescribed thereunder theCompany is not required to constitute t( following Board Committees being no remunerationto KMP and profit:

(I) Stakeholders Remuneration Committee and

(II) Corporate Social Responsibility Committee.

10. Directors Responsibility Statement

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

i. That in the preparation of the annual accounts for the financial year ended March31 2020 the applicable accountir standards have been followed along with properexplanation relating to material departures;

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

iii. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordan with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and othi irregularities;and

iv. That the annual accounts for the financial year ended March 31 2020 are preparedon a 'going concern' basis;

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

vi. That systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operate effectively.

11. Directors and Key Management Personnel

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criter of independence as prescribed both under the Act andin the Listing Agreement with the Stock Exchanges.

12. Particulars of loans guarantees or investment

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

13. 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's lengthbasis. The Related Party Transactions are duly recorded as part of Notes to Accounts whichis self-explanatory and the terms and conditions of which are not prejudicial to interestsof the Company.

14. Material changes and commitments

No material changes have occurred after the Balance Sheet date.

15. 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.

16. Foreign Exchange Earnings and Outgo

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

17. Internal Financial Controls

The Company has in place adequate internal financial controls with reference tofinancial statements and during the year no much activities has been carried out toreport any material weakness in the design or operations of the Company.

18. Corporate Social Responsibility

The Company is not liable to constitute a Corporate Social Responsibility Committeesince the Company has not attained the prescribed limit under the Companies Act 2013.

19. Corporate Governance

The company is not mandatorily required to comply corporate governance as per newlisting agreement; However the company generally maintains proper standards of corporategovernance as required by SEBI and voluntarily the report on corporate governance asstipulated under Clause 27 of the LODR is attached in the annual Report.

20. 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 of risk which may threatenthe existence of the Company.

21. 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.

22. Details of Policy Development and Implementation

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

23. Secretarial Audit Report

Pursuant to the provision of the Section 204 of the Companies Act 2013 and theCompanies Rule 2014 the company has appointed Jenish S. Doshi Practicing CompanySecretary to conduct secretarial audit report to comply the provisions of the Act.

24. Internal Auditor

The Company has adequate internal control commensurate to the size of the company andnature of its business. However due to cash crunches and no much activity during theyear the Management has done adequate internal check.

25. Auditors Report & Auditors

M/s. S. V. Bhat & Co. Chartered Accountant FR No. 101298W the auditors of theCompany have been appointed for a period of 5 years in the earlier AGM.

A resolution to ratify their reappointment as the Company's statutory auditors andtheir remuneration shall be done at the ensuing Annual General Meeting.

26. 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. II 1 (a) (b)(c) (d) (e)&(f) for detailed explanation.

27. Acknowledgement

Your Directors wish to place on record their deep sense of appreciation to the OutgoingPromoters employees Bankers for their continued support and co-operation extended bythem to the Company.

For AND ON BEHALF OF THE BOARD OF DIRECTORS

MR. SALIM P. GOVANI

CHAIRMAN

Place: Mumbai

Dated: June 29 2020.