Madhur Capital & Finance Ltd Management Discussions.

MANAGEMENT DISCUSSION AND ANALYSIS

1. Overall Review:

The overall performance during the financial year 2012-13 has been satisfactory.

2. Financial Review:

Total turnover for the year ended 31st March, 2013 was Rs. 90,000/-. This decrease was mainly on account of various reasons such as recession in market and lesser economic growth.

3. Internal Control System and their adequacy:

Considering the size of the company, your company has adequate system of internal control to provide reasonable assurance that assets are safeguarded and protected from unauthorized use or deposition.

4. Business Environment:

The Performance of the company for the year under review was satisfactory.

5. Risk and Concern:

The building, plant and machinery, vehicle and stocks of the company are adequately insured.

6. Cautionary Statement:

Statements in this report on management Discussion and analysis may be forward looking statements within the meaning of applicable security laws or regulations. These statements are based on certain assumptions and expectations of future events. Actual results could however, differ materially from those expressed or implied. Important factors that could make a different to the Companys operations include global and domestic demand supply conditions, finished goods prices, raw material cost and availability and changes in government regulation and tax structure, economic development within India and the countries with which the company has business contacts and other factors such as litigation and industrial relations. The Company assumes no responsibilities in respect of forward looking statements which may be amended or modified in future on the basis of subsequent developments, information of event

BY ORDER OF THE BOARD OF DIRECTORS
Place: Ahmedabad For Madhur Capital & Finance Limited
Date: 30/05/2013 SD/-
Mr. Hitesh Gandhi
Chairman

CERTIFICATION BY MANAGING DIRECTOR TO THE BOARD

I, Mr. Hitesh Gandhi, Managing Director of the MADHUR CAPITAL & FINANCE LTD certify that:

1. I have reviewed the financial statements for the ear and that to the best of my knowledge and belief:

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

b. These statements give a true and fair view of the state of affairs of the company and of the results of operations and cash flows. The financial statements have been prepared in conformity, in all material respects, with the existing generally accepted accounting principles including Accounting Standards, applicable laws and regulations.

2. These are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the companys code of conduct.

3. I accept overall responsibility for the companys internal control system and financial reporting. This is monitored by the internal audit function, which encompasses the examination and evaluation of the adequacy and effectiveness. Internal audit works with all the levels of management and statutory auditors and reports significant issues to the Audit Committee of the Board. The auditors and audit committee are appraised of any corrective action taken with regard to significant deficiencies and material weakness.

4. I indicate to the auditors and to the audit committee:

a. Significant changes in internal control over financial reporting during the year.

b. Significant changes in accounting policies during the year;

c. Instances of significant fraud of which we have become aware of and which involve management or other employees who have significant role in the companys internal control system over financial reporting.

However, during the year there were no such changes or instances.

Date: 30/05/2013 SD/-
Place: AHMEDABAD Managing Director

DECLARATION BY THE CHAIRMAN & MANAGING DIRECTOR ABOUT CORPORATE GOVERNANCE

I, Mr. Hitesh Gandhi, Chairman & Managing Director of Madhur Capiital & Finance Limited hereby confirm pursuant to clause 49(1) (d) of the listing agreement that:

1. The board of directors of Madhur Capital & Finance Limited has laid down a code of conduct has been placed on the companys website.

2. All the members of the board as well as senior management personal have complied with the said code of conduct for the year ended 31st March 2013.

Place: Ahmedabad SD/-
Date: 30/05/2013 Mr. Hitesh Gandhi
Chairman & Managing Director

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

To,

The Members of

M/s Madhur Capital & Finance Limited

We have examined the compliance of the conditions of corporate Governance by Madhur Capital & Finance Limited for the year ended on March 31, 2013, as stipulated in Clause 49 of the listing Agreements of the said Company with the Stock Exchanges. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to a review of the procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of the opinion on the financial statement of the Company. In our opinion and to the best of our information and according to the explanations given to us and based on the representations made by the Directors and the Management, we certify that Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above-mentioned Listing Agreement.

We state that such compliance is neither as 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.

Place: Ahmedabad
Date: 30/05/2013
For, Purushottam Khandelwal & Co.
Chartered Accountants
SD/-
Mr. Purushottam Khandelwal
Proprietor
Membership No.: 100601