Madhusudan Securities Ltd Directors Report.

To the Members,

MADHUSUDAN SECURITIES LIMITED

Your Directors have pleasure in presenting the 37th Annual Report on the business and operations of the company along with the Audited Financial Statement of Accounts for the year ended March 31, 2020.

1. Financial Result (Standalone)

Particulars Current year 2019-2020 Previous year 2018-2019
Rs. Rs.
Total Revenue 4,000 5,059
Total Expense 17,64,963 10,92,796
Profit/ (Loss) before tax (17,60,963) (10,87,737)
Tax expense - (106)
Profit/ (Loss) for the year (17,60,963) (10,87631)
Other Comprehensive Income 2,229 40,472
Total Profit for the Year (17,63,192) (10,47,159)
Earnings per share (0.69) (0.41)

2. Dividend

Due to losses incurred during the year by the Company, the Board regrets its inability to 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 business avenues and hence, have not carried any trading activities. Hence, it has suffered losses due to statutory compliance expenses & administrative expenses incurred by the Company. The net loss suffered by the Company is of Rs. 17,63,192/-.

The 61,42,847 equity Shares of Rs. 10/- each were issued as part consideration other than cash to Primus Retail Pvt. Ltd. pursuant to Business Transfer Agreement (BTA) dated 04/02/2011 for transfer of its Brand & Business.

However, Karnataka High Court has declined Primus Retail Pvt. Ltd. to transfer the Brand & Business. Hence, due to nonperformance by Primus Retail Pvt. Ltd. of their obligation, BTA Agreement stands cancelled. Therefore, equity shares issued in lieu of BTA stands null and void by the Board of Directors and consequently the said shares has been revoked/forfeited (to be reissued) by the Company pending statutory approvals from the appropriate authorities.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 for further re-allotment.

In view of the above, the securities premium charged to 61,42,847 equity shares at the time of allotment has been reversed from the premium account to give effect of such forfeited equity shares by the Board for fair presentation of the financial statements.

The 61,42,847 Equity Shares considered as forfeited by the Company are yet to be repossessed from the Primus Retail Pvt. Ltd. and are to be allotted/reissued as per requisite statutory approvals from the authorities and Stock Exchange for trade purposes. Therefore, the effective capital of the company is reduced to Rs. 2,55,26,400.

The Company had paid Rs. 12 Crores to Primus Retail (P) Ltd. pursuant to the BTA and Shares 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 due to Court order. Therefore, amount of Rs. 12 Crores paid for the contract stands recoverable which is treated as Advance to be recovered in cash or kind and the shares are revoked & 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. No provision of doubtful advances is made in the books of accounts since Management is putting efforts for recovery or settlement with the concerned persons on account of liquidation of Primus Retail Pvt. Ltd.

The Ministry of Home Affairs on March 24, 2020 notified a nation wise lockdown in India to contain the outbreak of the COVID-19 pandemic due to which there have been several restrictions imposed by the Government across the globe on the travel, movement of goods and transportation considering public health and safety measures. As per the management, no significant impact on carrying amounts of receivables and other financial assets is expected and the management continue to monitor changes in future economic conditions.

The Directors are looking forward for better Professional avenues and Investment opportunities for the company. Barring unforeseen circumstances, your Directors are hopeful 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 details of compounding of offences and appeals made against such penalty or punishment;

- No Penalty under the Companies Act 2013 has been imposed during the Financial Year 2019 - 20.

7. Its promoters, directors, key managerial personnel along with changes therein since the 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 with attendance 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, the Company is not required to constitute t( following Board Committees being no remuneration to 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 March 31, 2020, the applicable accountir standards have been followed, along with proper explanation relating to material departures;

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimati that are reasonable and prudent to maintain the matching revenue concept, so as to give a true and fair view of the state i affairs of the 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 of adequate accounting records, in accordan with the provisions of the Act for safeguarding the 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 prepared on a going concern basis;

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

vi. That systems to ensure compliance with the provisions of all applicable laws were in 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 Company confirming that they meet the criter of independence as prescribed both under the Act and in 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 form through more than two layers investment companies.

13. Related Parties Transaction

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. The Related Party Transactions are duly recorded as part of Notes to Accounts which is self-explanatory and the terms and conditions of which are not prejudicial to interests of 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 Technology Absorption are NOT APPLICABLE as the Company is not carrying out any manufacturing operation.

16. Foreign Exchange Earnings and Outgo

During the year under review, the Company has not earned or incurred any amount in foreign exchange.

17. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements and during the year, no much activities has been carried out to report 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 Committee since 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 new listing agreement; However, the company generally maintains proper standards of corporate governance as required by SEBI and voluntarily the report on corporate governance as stipulated 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 fraud and mismanagement, if any.

During the year, the Company has not identified any element of risk which may threaten the existence of the Company.

21. Particulars of Employee

There are no employees in receipt of remuneration exceeding the limit as prescribed under 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 Social Responsibility in due course.

23. Secretarial Audit Report

Pursuant to the provision of the Section 204 of the Companies Act 2013 and the Companies Rule 2014, the company has appointed Jenish S. Doshi Practicing Company Secretary, 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 and nature of its business. However, due to cash crunches and no much activity during the year, 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 the Company, have been appointed for a period of 5 years in the earlier AGM.

A resolution to ratify their reappointment as the Companys statutory auditors and their remuneration shall be done at the ensuing Annual General Meeting.

26. Explanation by the Board on Qualifications or Adverse Remark by the Auditor in its Audit Report

The Notes on financial statement referred to in the Auditors Report are self-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 Outgoing Promoters, employees, Bankers for their continued support and co-operation extended by them to the Company.

For AND ON BEHALF OF THE BOARD OF DIRECTORS

MR. SALIM P. GOVANI

CHAIRMAN

Place: Mumbai

Dated: June 29, 2020.