డైరెక్టర్ల నివేదిక MSL Global Ltd.

Mar 31, 2025

Your directors have the pleasure of presenting the 42 ^nd Annual Report on the business and operations of the
company along with the Audited Financial Statement of Accounts for the year ended March 31, 2025.

1. FINANCIAL RESULT (STANDALONE):

Particulars	Current year 2024 - 2025 Rs. In Lakhs	Previous year 2023 - 2024 Rs. in Lakhs
T otal Revenue	6.75	44.81
Total Expense	59.22	30.23
Profit/ (Loss) before tax	(52.46)	14.58
Tax expense	(015)	2.50
Profit/ (Loss) for the year	(52.32)	12.08
Other Comprehensive Income	(8,879.84)	10268.19
Total Profit for the Year	(8,932.15)	10280.19
Earnings per share	(0.47)	0.14

2. FINANCIAL RESULT (CONSOLIDATED):

Particulars	Current year 2024 - 2025 Rs. In Lakhs	Previous year 2023 - 2024 Rs. in Lakhs
T otal Revenue	6.75	44.81
Total Expense	59.22	30.23
Profit/ (Loss) before tax	(52.46)	14.58
Share in Profit/(Loss) of Associate Company	(29.92)
Tax expense	(0.15)	2.5
Profit/ (Loss) for the year	(82.53)	12.08
Other Comprehensive Income	(8879.84)	10268.12
Total Profit for the Year	(8962.37)	10280.19
Earnings per share	(0.74)	0.14

3. DIVIDEND:

Due to losses incurred during the year by the Company, the Board regrets its inability to recommend any
dividend to strengthen the company''s financial resources.

4. OPERATIONS AND FUTURE PROSPECTS:

The Management is looking forward to better business avenues. The Company has incurred a Loss of Rs.
52.46 Lakhs. The Management is looking forward towards Environmental Projects in association with Social
and Government Organizations.

The Management had ventured new business ideas and had proposed to invest 51% in Compliance Kart
Private Limited. During the year, the Company has invested Rs. 457.45 lakh and acquired 20.66% of share

in Compliance Kart Private Limited and balance investment is to be done in piece meal basis. Further, the
Management has decided to increase its holding to 75% during the financial year 2025-26.

Further, the Management are looking forward to better Professional avenues and Investment opportunities
for the company

Further, in the earlier year, 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 the transfer of Brand & Business
assets. However, Primus Retail Pvt. Ltd. could not honor the Agreement due to a Court order. Therefore, the
amount of Rs. 12 Crores paid for the contract stands recoverable which is treated as an Advance to be
recovered in cash or kind.

The Primus Retail P. L. has been declared under liquidation, hence, the advance of Rs. 12 Crores has become
doubtful in nature. 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 the liquidation of Primus
Retail Pvt. Ltd. Barring unforeseen circumstances, your directors hope to have better performance in the
following years.

5. NUMBER OF MEETINGS OF THE BOARD:

During the financial year under review, the Board of Directors met 06 (Six) times, the details of which are
given in the Report on Corporate Governance, forming part of this Annual Report. The intervening gap
between two consecutive meetings was within the period prescribed under the Act and the Listing
Regulations.

6. EQUITY SHARE CAPITAL:

During the year, The Company has issued 19,00,000 Equity Shares of Rs.10/- issued at Rs. 18 each (including
premium of Rs.8) on private placement basis. Furthermore, the Company had issued 2,34,00,000 convertible
warrants of a face value of Rs. 10 each at Rs. 18 each (including a premium of Rs. 8). Out of the said warrants,
5,00,000 warrants were converted into 5,00,000 equity shares during the year.

The Equity Share Capital as on March 31, 2025 is Rs. 11,09,54,870/-.

7. ITS PROMOTERS, DIRECTORS, AND 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 Pyarali Govani	Promoter	No Change
Mrs. Sausan Bukhari	Woman Director & CFO	No Change
Mr. Harsh Javeri	Independent Director	No Change
Ms Kratika Sharma	Company Secretary	No Change
Ms Meghna Mahendra Savla	Independent Director	No Change
Mr Raj Kumar Vaisoha	Independent Director	No Change
Mr. Bhavik Ashokkumar Shah	Independent Director	Appointed on 06th September, 2024

8. 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 Independent Director	Chairman	06
Mrs. Sausan Bukhari	Executive Director	Member	06

Mrs. Meghna Mahendra	Non-Executive Independent Director	Member	06
Savla

Stakeholders Relationship Committee

Name of the Members	Composition and Category	Designation	Total Meetings Attended
Mr. Harsh Pradip Javeri	Non- Executive Independent Director	Chairperson	06
Mr. Raj Kumar Vaisoha	Non- Executive Independent Director	Member	06
Mr. Salim Pyarali Govani	Executive Director	Member	06

Nomination and remuneration Committee

Name of the Members	Composition and Category	Designation	Total Meeting Attended
Mr. Harsh Pradip Javeri	Non- Executive Independent Director	Chairperson	06
Mr. Raj Kumar Vaisoha	Non- Executive Independent Director	Member	06
Mr. Salim Pyarali Govani	Executive Director	Member	06

In accordance with the Companies Act 2013 and the rules prescribed thereunder, the Company is not
required to constitute the following Board Committees being no remuneration to KMP and profit:

(I) Stakeholders Remuneration Committee and

(II) Corporate Social Responsibility Committee.

9. 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, 2025, the applicable
accounting 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 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 for that period;

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records, in accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and

iv. That the annual accounts for the financial year ended March 31, 2025, 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 operating effectively.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

During the year under review, there was no material change and commitments which affects financial
position of the Company.

11. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

During the year under review there was no change in the nature of business of the company.

12. PUBLIC DEPOSITS:

During the financial year under review, the Company has not accepted or renewed any deposits from public
within the meaning of Sections 73 and 76 of the Companies Act, 2013 (“Act”] read with the Companies
(Acceptance of Deposits) Rules, 2014.

13. SUBSIDIARY, IOINT VENTURE AND ASSOCIATE COMPANIES:

During the year ended 31st March, 2025, the Company acquired 20.66% equity interest in Compliance Kart
Private Limited, which is now recognized as an Associate. Accordingly, there were no companies which have
ceased to be its subsidiaries, joint ventures or associate companies during the year.

14. LISTING:

The Equity Shares of the Company are listed on BSE Limited (BSE). The Company has paid the requisite
listing fees to the said Stock Exchanges for the financial year 2024-2025.

15. ANNUAL RETURN;

As required under Section 92(3) read with 134(3)(a) of the Act, the copy of Annual Return as on 31st March,
2025 will be placed on the Company''s website and can be accessed at https://mslsecurities.com/.

16. DIRECTORS AND KEY MANAGEMENT PERSONNEL:

a) Retirement by rotation

In accordance with the provisions of Section 152(6) of the Act read with the Companies (Management and
Administration) Rules, 2014 and the Articles of Association of the Company, Mrs. Sausan Bukhari,
Director of the Company, retires by rotation at the ensuing 42ndAnnual General Meeting (“AGM”) and
being eligible, has offered herself for re-appointment and your Board recommends her re-appointment.

b) Declaration from Independent Directors

The Company has received the necessary declaration from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act
and Regulation 16(1)(b) of the Listing Regulations and pursuant to Regulation 25 of the said Regulations
that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated
that could impair or impact their ability to discharge their duties with an objective independent judgment
and without any external influence. The Independent Directors have also confirmed that they have
complied with Schedule IV of the Act and the Company''s Code of Conduct.

Further, the Independent Directors have also submitted their declaration in compliance with the
provisions of Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014,
which mandates the inclusion of an Independent Director''s name in the data bank of the Indian Institute
of Corporate Affairs (“IICA”).

None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Act.
Your directors have made necessary disclosures, as required under various provisions of the Act and the
Listing Regulations and in the opinion of the Board, all the Independent Directors are persons of integrity
and possesses relevant expertise and experience and are independent of the management.

c) Annual evaluation of performance by the Board:

In terms of applicable provisions read with Schedule IV of the Act and Rules framed thereunder and
Regulation 17 read with Part D of Schedule II of the Listing Regulations the Board of Directors has put in
place a process to formally evaluate the effectiveness of the Board along with performance evaluation of
each director to be carried out on an annual basis.

Pursuant to the provisions of the Act and the Listing Regulations the evaluation of the Board and its
performance, the directors individually and the working of its Audit Committee, Stakeholders''
Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility
Committee including the Chairman of the Company was carried out by the Board. The Board has evaluated

the performance of each of Executive, Non-Executive and Independent Directors considering the business
of the Company and the expectations that the Board has from each of them.

The evaluation framework for assessing the performance of directors comprises of the following key
areas:

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and it''s performance; and

iv. Providing perspectives and feedback going beyond information provided by the management.

17. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the Act, a separate meeting of the
Independent Directors of the Company was held without presence of Non-Independent Directors and
members of the management to consider the following:

i. performance of Non-Independent Directors and the Board as a whole;

ii. performance of the Chairman of the Company, taking into account the views of executive directors and
nonexecutive directors; and

iii. assessing the quality, quantity and timeliness of flow of information between the Company
management and the Board that is necessary for the Board to effectively and reasonably perform their
duties.

The Independent Directors expressed satisfaction on the performance of Non-Independent Directors and the
Board as a whole. The Independent Directors were also satisfied with the quality, quantity and timeliness of
flow of information between the Company management and the Board.

18. INDEPENDENT DIRECTORS’ FAMILIARIZATIONS PROGRAM:

The Company undertakes and makes necessary provisions for appropriate induction program for new
directors and ongoing training for existing directors. The new directors are introduced to the Company''s
culture, through appropriate training program. Such kind of training programs helps in developing
relationship of the directors with the Company and familiarize them with the Company processes. The
management provides such information and training either at the meeting of Board of Directors or
otherwise.

The induction process is designed to:

• build an understanding of the Company''s processes and

• fully equip directors to perform their role on the Board effectively.

Upon appointment, directors receive a letter of appointment setting out in detail, the terms of appointment,
duties, responsibilities and expected time commitments.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuance to the provisions of Section 177 of the Act, the Company has adopted Vigil Mechanism / Whistle
Blower Policy to deal with instance of fraud and mismanagement, if any. The Company promotes ethical
behavior in all its business activities and has adopted a mechanism of reporting illegal or unethical behavior.
The Company has a whistle blower policy wherein the directors and employees are free to report violations
of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may
be notified by the management to the directors and employees / workers. The mechanism also provides for
adequate safeguards against victimization of directors and employees who avail of the mechanism and also
provide for direct access to the Chairperson of the Audit Committee in the exceptional cases. The
confidentiality of those reporting violation is maintained, and they are not subjected to any discriminatory
practice. However, no violation of laws or unethical conduct etc. was brought to the notice of the
Management or Audit Committee during the financial year under review. We affirm that during the financial
year under review; no director or employee was denied access to the Audit Committee. The details of the
Vigil mechanism / Whistle Blower Policy is available on the website of the Company viz.
https://mslsecurities.com/.

20. 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 of investment companies.

21. RELATED PARTIES TRANSACTION:

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s
Length basis. Material Related Party Transactions were entered during the year by your Company.
Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies
Act, 2013 in Form AOC-2 as Annexure - II.

22. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings
and Outgo for the year under review are as follows:

A. Conservation of Energy:

a. Steps taken or impact on conservation of energy - The Operations of the Company do not
consume energy intensively. However, Company continues to implement prudent practices for
saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities
undertaken by the Company are not energy intensive, the Company shall explore alternative
sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - NIL

B. Technology Absorption:

a. The efforts made towards technology absorption - The Company continues to take prudential
measures in respect of technology absorption, adaptation and take innovative steps to use the
scarce resources effectively.

b. The benefits derived like product improvement, cost reduction, product development or import
substitution - Not Applicable

c. In case of imported technology (imported during the last three years reckoned from the beginning
of the financial year) - Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable

C. Foreign Exchange Inflow / Outgo:

Particulars	2024-25	2023-24
Foreign Exchange earned	NIL	NIL
Foreign Exchange used	NIL	NIL

23. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and your directors confirm
compliance of the same during the financial year under review.

24. INTERNAL FINANCIAL CONTROLS:

The Company has in place proper and adequate internal control systems commensurate with the nature of
its business, size and complexity of its business operations. Internal control systems comprising of policies
and procedures are designed to ensure reliability of financial reporting, compliance with policies,
procedures, applicable laws and regulations and that all assets and resources are acquired economically
used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its
compliance with operating systems, accounting procedures at all locations of the Company and strives to
maintain the standard in Internal Financial Control.

25. CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of section and 135 of the Companies Act, 2013 Corporate Social Responsibility (CSR]
is not applicable to the Company during the year under review so there are no disclosures required under
section134 (3](o] of the Companies Act, 2013.

26. CORPORATE GOVERNANCE:

Our Company has been practicing the principles of good corporate governance as it is committed to maintain
the highest standards of Corporate Governance and believes in conducting its business with due compliance
of the Regulation 34 (3] read with Schedule V of the SEBI (Listing obligations and Disclosure Requirements]
Regulations, 2015 and other applicable laws. Integrity and transparency are key to our corporate
governance practices to ensure that we gain and retain the trust of our stakeholders at all times. The
Company has duly implemented the system of Corporate Governance and a separate report on Corporate
Governance practices followed by the Company, together with a certificate from the Company''s Auditors
confirming compliance forms an integral part of this Report as Annexure - III.

27. 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.

28. 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.

29. DETAILS OF POLICY DEVELOPMENT AND IMPLEMENTATION:

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

30. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204(1] of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel] Rules, 2014 and Regulation 24A of the Listing Regulations, M/s. A
R Gupta & Co., Company Secretaries, (M. No.: ACS 49821 /COP No.: 18163] were appointed as Secretarial
Auditors of the Company to undertake Secretarial Audit of the Company for the financial year 2024-25. The
Secretarial Audit Report for the said financial year is appended to this report as Annexure - I and forms part
of this Annual Report.

With respect to the observations made by the Secretarial Auditors in their report, your directors would
like to state as follows:

Sr. No.	Observations	Explanation of Board of Directors
1.	The Authorised Share Capital as per the Balance Sheet as on 31st March, 2024 does not align with the records available on the Ministry of Corporate Affairs (MCA] portal.	The discrepancy was purely due to a clerical error during the preparation of the financial statements. Upon identification of the issue, the management has promptly taken corrective measures to rectify the same. The Authorized Share Capital figure in the Balance Sheet has been revised to align accurately with the records filed with the MCA.

Further, none of the Auditors of the Company have reported any fraud as specified under the second proviso
of Section 143(12] of the Act.

31. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts] Rules, 2014, the
Board of Directors, based on the recommendation of the Audit Committee, has not appointed any internal
auditor till date.

32. AUDITORS REPORT & AUDITORS:

M/s. S. V. Bhat & Co., Chartered Accountants (Firm Registration No. 101298W) having its office at Mumbai
has been appointed as Statutory Auditors of the Company for a further term of 5 (Five] years to hold office
from the conclusion of the 39^th Annual General Meeting until the conclusion of the 43^rd Annual General
Meeting of the Company, subject to ratification by the members at every Annual General Meeting and to fix
their remuneration.

During the year under review the Auditor had not reported any fraud under Section 143(12] of the
Companies Act, 2013, therefore no details are required to be disclosed under Section 134(3 (ca) of the
Companies Act, 2013.

33. EXPLANATION BY THE BOARD ON QUALIFICATIONS OR ADVERSE REMARK BY THE AUDITOR IN ITS
AUDIT REPORT:

The Notes on the financial statement referred to in the Auditors'' Report are self-explanatory and do not call
for any further comments. Refer to Note No. II 1(a), (b), (c), (d) for detailed explanation.

34. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION-
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company
has constituted an Internal Complaint Committee as required under Section 4 of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under
review, no complaint was filed before the said Committee. No compliant was pending at the beginning or
end of the financial year under review.

35. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year under review, no application was made or proceeding initiated against the
Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end
of the financial year under review.

36. VALUATION OF ASSETS:

During the financial year under review, there was no instance of one-time settlement of loans / financial
assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out
valuation of its assets for the said purpose.

37. ACKNOWLEDGEMENT:

Your directors wish to place on record their deep sense of appreciation to the Outgoing Promoters,
employees, and Bankers for their continued support and cooperation extended by them to the Company.

By order of the Board of Directors
For MSL Global Limited

(Formerly as Madhusudan Securities Limited)

Salim P Govani
Chairman & Managing Director
DIN: 00364026

Place: Mumbai
Date: 14.08.2025

---

Mar 31, 2024

Your directors have the pleasure of presenting the 41^st Annual Report on the business and operations of the company along with the Audited Financial Statement of Accounts for the year ended March 31, 2024.

1. FINANCIAL RESULT (STANDALONE):

Particulars	Current year 2023 - 2024 Rs. In 000	Previous year 2022 - 2023 Rs. in 000
Total Revenue	4481.06	381.22
Total Expense	3005.72	1743.10
Profit/ (Loss) before tax	1475.34	(1361.88)
Tax expense	250.00	-
Profit/ (Loss) for the year	1225.34	(1361,88)
Other Comprehensive Income	1026811.64	1193.70
Total Profit for the Year	1028036.98	(1,68,185)
Earnings per share	0.14	(0.16)

2. DIVIDEND:

Due to losses incurred during the year by the Company, the Board regrets its inability to recommend any dividend to strengthen the company''s financial resources.

3. OPERATIONS AND FUTURE PROSPECTS:

During the year under review, the Management has carried out investment activities and earned capital gain on the sale of investments. Further, The Management is looking forward to better business avenues. The Company has earned a Profit before Tax of Rs. 1475.34 Lakhs.

The Management has ventured new business ideas and have proposed to invest 51% in Compliance Kart Private Limited and the formal agreement are still under progress. Further, the Management are looking forward to better Professional avenues and Investment opportunities for the company

Further, in the earlier year, 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 the transfer of Brand & Business assets. However, Primus Retail Pvt. Ltd. could not honor the Agreement due to a Court order. Therefore, the amount of Rs. 12 Crores paid for the contract stands recoverable which is treated as an Advance to be recovered in cash or kind.

The Primus Retail P. L. has been declared under liquidation, hence, the advance of Rs. 12 Crores has become doubtful in nature. 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 the liquidation of Primus Retail Pvt. Ltd.

Barring unforeseen circumstances, your directors hope to have better performance in the following years.

4. NUMBER OF MEETINGS OF THE BOARD:

During the financial year under review, the Board of Directors met 08 (Eight) times, the details of which are given in the Report on Corporate Governance, forming part of this Annual Report. The intervening gap between two consecutive meetings was within the period prescribed under the Act and the Listing Regulations.

5. EQUITY SHARE CAPITAL:

6. The Equity Share Capital as on March 31, 2024 is Rs. 10,59,54,870/-.

7. ITS PROMOTERS, DIRECTORS, AND 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 Pyarali Govani	Promoter	No Change
Mrs. Sausan Bukhari	Woman Director & CFO	No Change
Mr. Harsh Javeri	Independent Director	No Change
Ms Kratika Sharma	Company Secretary	Appointed on 19th August, 2023
Ms Meghna Mahendra Savla	Independent Director	Appointed on 24th May, 2023
Mr Raj Kumar Vaisoha	Independent Director	Appointed on 24th May, 2023

8. 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 Independent Director	Chairman	07
Mrs. Sausan Bukhari	Executive Director	Member	07
Mrs. Meghna Mahendra Savla	Non-Executive Independent Director	Member	07

Stakeholders Relationship Committee

Name of the Members	Composition and Category	Designation	Total Meetings Attended
Mr. Harsh Pradip Javeri	Non- Executive Independent Director	Chairperson	07
Mr. Raj Kumar Vaisoha	Non- Executive Independent Director	Member	07
Mr. Salim Pyarali Govani	Executive Independent Director	Member	07

Nomination and remuneration Committee

Name of the Members	Composition and Category	Designation	Total Meeting Attended
Mr. Harsh Pradip Javeri	Non- Executive Independent Director	Chairperson	07
Mr. Raj Kumar Vaisoha	Non- Executive Independent Director	Member	07
Mr. Salim Pyarali Govani	Executive Independent Director	Member	07

In accordance with the Companies Act 2013 and the rules prescribed thereunder, the Company is not required to constitute the following Board Committees being no remuneration to KMP and profit:

(I) Stakeholders Remuneration Committee and

(II) Corporate Social Responsibility Committee.

9. 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, 2024, the applicable accounting 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 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 for that period;

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. That the annual accounts for the financial year ended March 31, 2024, 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 operating effectively.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

During the year under review, there was no material change and commitments which affects financial position of the Company.

11. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

During the year under review there was no change in the nature of business of the company.

12. PUBLIC DEPOSITS:

During the financial year under review, the Company has not accepted or renewed any deposits from public within the meaning of Sections 73 and 76 of the Companies Act, 2013 (“Act”) read with the Companies (Acceptance of Deposits) Rules, 2014.

13. SUBIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary/joint venture/ associate. Accordingly, there were no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

14. LISTING:

The Equity Shares of the Company are listed on BSE Limited (BSE). The Company has paid the requisite listing fees to the said Stock Exchanges for the financial year 2023-2024.

15. ANNUAL RETURN;

As required under Section 92(3) read with 134(3)(a) of the Act, the copy of Annual Return as on 31st March, 2024 will be placed on the Company’s website and can be accessed at https://mslsecurities.com/.

16. DIRECTORS AND KEY MANAGEMENT PERSONNEL:

a) Retirement by rotation

In accordance with the provisions of Section 152(6) of the Act read with the Companies (Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mrs. Sausan Bukhari, Director of the Company, retires by rotation at the ensuing 41^st Annual General Meeting (“AGM”) and being eligible, has offered herself for re-appointment and your Board recommends her re-appointment.

b) Declaration from Independent Directors

The Company has received the necessary declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and

Regulation 16(1)(b) of the Listing Regulations and pursuant to Regulation 25 of the said Regulations that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company’s Code of Conduct.

Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, which mandates the inclusion of an Independent Director''s name in the data bank of the Indian Institute of Corporate Affairs (“IICA”).

None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures, as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are persons of integrity and possesses relevant expertise and experience and are independent of the management.

c) Annual evaluation of performance by the Board:

In terms of applicable provisions read with Schedule IV of the Act and Rules framed thereunder and Regulation 17 read with Part D of Schedule II of the Listing Regulations the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board along with performance evaluation of each director to be carried out on an annual basis.

Pursuant to the provisions of the Act and the Listing Regulations the evaluation of the Board and its performance, the directors individually and the working of its Audit Committee, Stakeholders’ Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee including the Chairman of the Company was carried out by the Board. The Board has evaluated the performance of each of Executive, Non-Executive and Independent Directors considering the business of the Company and the expectations that the Board has from each of them.

The evaluation framework for assessing the performance of directors comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and it’s performance; and

iv. Providing perspectives and feedback going beyond information provided by the management.

17. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the Act, a separate meeting of the Independent Directors of the Company was held without presence of Non-Independent Directors and members of the management to consider the following:

i. performance of Non-Independent Directors and the Board as a whole;

ii. performance of the Chairman of the Company, taking into account the views of executive directors and nonexecutive directors; and

iii. assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors expressed satisfaction on the performance of Non-Independent Directors and the Board as a whole. The Independent Directors were also satisfied with the quality, quantity and timeliness of flow of information between the Company management and the Board.

18. INDEPENDENT DIRECTORS’ FAMILIARISATION PROGRAMME:

The Company undertakes and makes necessary provisions for appropriate induction programme for new directors and ongoing training for existing directors. The new directors are introduced to the Company’s culture, through appropriate training programmes. Such kind of training programmes helps in developing relationship of the directors with the Company and familiarize them with the Company processes. The management provides such information and training either at the meeting of Board of Directors or otherwise.

The induction process is designed to:

• build an understanding of the Company''s processes and

• fully equip directors to perform their role on the Board effectively.

Upon appointment, directors receive a letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuance to the provisions of Section 177 of the Act, the Company has adopted Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Company promotes ethical behaviour in all its business activities and has adopted a mechanism of reporting illegal or unethical behaviour.

The Company has a whistle blower policy wherein the directors and employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the directors and employees / workers. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in the exceptional cases. The confidentiality of those reporting violation is maintained, and they are not subjected to any discriminatory practice. However, no violation of laws or unethical conduct etc. was brought to the notice of the Management or Audit Committee during the financial year under review. We affirm that during the financial year under review, no director or employee was denied access to the Audit Committee. The details of the Vigil mechanism / Whistle Blower Policy is available on the website of the Company viz. https://mslsecurities.com/.

20. 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 of investment companies.

21. RELATED PARTIES TRANSACTION:

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm’s Length basis. Material Related Party Transactions were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 as Annexure - II.

22. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy:

a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - NIL

B. Technology Absorption:

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable

C. Foreign Exchange Inflow / Outgo:

Particulars	2023-24	2022-23
Foreign Exchange earned	NIL	NIL
Foreign Exchange used	NIL	NIL

23. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and your directors confirm compliance of the same during the financial year under review.

24. INTERNAL FINANCIAL CONTROLS:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures at all locations of the Company and strives to maintain the standard in Internal Financial Control.

25. CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of section and 135 of the Companies Act, 2013 Corporate Social Responsibility (CSR) is not applicable to the Company during the year under review so there are no disclosures required under section134 (3)(o) of the Companies Act, 2013.

26. CORPORATE GOVERNANCE:

Our Company has been practicing the principles of good corporate governance as it is committed to maintain the highest standards of Corporate Governance and believes in conducting its business with due compliance of the Regulation 34 (3) read with Schedule V of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. The Company has duly implemented the system of Corporate Governance and a separate report on Corporate Governance practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance forms an integral part of this Report as Annexure - III.

27. 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.

28. 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.

29. DETAILS OF POLICY DEVELOPMENT AND IMPLEMENTATION:

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

30. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204(1) of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, M/s. A R Gupta & Co., Company Secretaries, (M. No.: ACS 49821 /COP No.: 18163) were appointed as Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the said financial year is appended to this report as Annexure - I and forms part of this Annual Report.

With respect to the observations made by the Secretarial Auditors in their report, your directors would like to state as follows:

Sr. No.	Observations	Explanation of Board of Directors
1.	The Company Secretary was resigned on 09th February, 2023 and no new Company Secretary was appointed up to 07th August, 2023	The delay was due to identification of capable Company Secretary for appointment.
4.	As per Section 150 of the Companies Act, 2013 an independent director may be selected from a data bank of eligible and willing persons maintained by the agency and must qualify the Online Proficiency Self-Assessment test which will be conducted by IICA and should clear the assessment within one year from the date of inclusion of his name in the databank, whereas the appointed Independent Director has not passed Online proficiency test and not having valid certificate.	The management will comply over the same.

Further, none of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Act.

31. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, has not appointed any internal auditor till date.

32. AUDITORS REPORT & AUDITORS:

M/s. S. V. Bhat & Co., Chartered Accountants (Firm Registration No. 101298W) having its office at Mumbai has been appointed as Statutory Auditors of the Company for a further term of 5 (Five) years to hold office from the conclusion of the 39^th Annual General Meeting until the conclusion of the 43^rd Annual General Meeting of the Company, subject to ratification by the members at every Annual General Meeting and to fix their remuneration.

During the year under review the Auditor had not reported any fraud under Section 143(12) of the Companies Act, 2013, therefore no details are required to be disclosed under Section 134(3 (ca) of the Companies Act, 2013.

33. EXPLANATION BY THE BOARD ON QUALIFICATIONS OR ADVERSE REMARK BY THE AUDITOR IN ITS AUDIT REPORT:

The Notes on the financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. Refer to Note No. II 1(a), (b), (c), (d) for detailed explanation.

34. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Complaint Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review, no complaint was filed before the said Committee. No compliant was pending at the beginning or end of the financial year under review.

35. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE. 2016:

During the financial year under review, no application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year under review.

36. VALUATION OF ASSETS:

During the financial year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

37. ACKNOWLEDGEMENT:

Your directors wish to place on record their deep sense of appreciation to the Outgoing Promoters, employees, and Bankers for their continued support and cooperation extended by them to the Company.

By order of the Board of Directors For Madhusudan Securities Limited

Salim P Govani Chairman & Managing Director DIN: 00364026

Place: Mumbai Date: 13.08.2024

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Mar 31, 2014

To the Members,

MADHUSUDAN SECURITIES LIMITED

The Directors have pleasure in presenting the 31st Annual Report on the business and operations of the company along with the audited Financial Statement of Accounts for the year ended March 31, 2014.

RESULTS OF OPERATION:

The financial results for the year under review are as follows:

2013 - 2014 2012 - 2013 Particulars

Gross Receipts 9,36,907 26,37,769

Profit / (Loss) before tax (7,81,604) (63,30,251)

Less: Provision for Tax NIL NIL

(Excess)/Short Provision of Earlier Years NIL NIL

Profit/(Loss)available for appropriation (7,81,604) (63,30,251)

Add:Balance brought forward from Previous 64,15,600 1,27,45,852 Year

Balance carried to Balance Sheet 56,33,995 64,15,600

DIVIDEND:

Due to losses incurred during the year by the Company, the Board regrets its inability to recommend any Dividend.

BUSINESS:

During the year under review, the Company has made meagre surplus by trading in Securities. However, it has suffered losses due to high fixed administrative expenses related to the Company. The net loss suffered by the Company is of Rs.. 7,81,604/-.

The Company has paid Rs. 12 Crores to Primus Retail P. L. pursuant to the BTA agreement dated 04/02/2011 which stands cancelled due to non performance of the obligation by the party, hence, the said amount is due and recoverable, treated as advances for which Company shall initiate the recovery proceeding.

The BTA Agreement with Primus Retail P. L. stands cancelled for which necessary statutory compliances are under progress, therefore the 61,42,857 Equity Shares allotted of Rs. 10 each at a premium of Rs. 60 each amounting to Rs. 43 Crores on 16/05/2011 which allotment stands cancelled in view of the contract being void.

Barring unforeseen circumstances, your Directors are hopeful to have better performance in the year to follow.

FUTURE OUTLOOK

The Company has started the process of making the appropriate documentation and the submissions to Authorities for cancellation of the Share Capital.

The Company new management shall carry the received of the Company Open Offer as per SEBI approval completes in due course. The business of the Company and its Investment Plan requires infusion of the funds which shall be mobilised by the incoming management to revive the Company.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from public, during the year under review.

MATERIAL CHANGES AFTER THE DATE OF BALANCE SHEET:

There are no material changes occurred after the date of Balance Sheet Pursuant to provisions of section 217 (1) (d) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

Your Company is generally compliant with the requirements of Clause 49 of the Listing Agreement. Necessary disclosures have been made in this regard in the Corporate Governance Report and Certificate from the Statutory Auditors 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.

PARTICULARS UNDER SECTION 217mie) OF THE COMPANIES ACT 1956:

Additional information required 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 offer himself for reappointment.

The Board had appointed following 2 Independent Directors of the Company to comply with the statutory requirements of Corporate Governance w.e.f. from 30.05.2013:

1. Mr. Harsh Javeri

2. Mr. Abhilash Padmanabh

COMPANY SECRETARY

The Company is taking efforts to appoint a whole time Chartered Secretary to comply with the provisions of the new Companies Act, 2013 and however, the Company is taking services of Chartered Secretary for statutory Compliances.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

1. That in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. 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;

3. 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

4. That the annual accounts for the financial year ended March 31, 2014 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. The Board has recommended their 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, 2014 are self explanatory and do not call for any furthercomments under Section 217(3) of the Companies Act, 1956. However, as regards note 16b, the Company shall initiate the recovery proceedings for the amount paid of Rs. 12 Crores.

As regards note 16c, The BTA Agreement with Primus Retail P. L. stands cancelled for which necessary statutory compliances are under progress, therefore the 61,42,857 Equity Shares allotted ofRs.10 each at a premium ofRs.60 each amounting toRs. 43 Crores on 16/05/2011, which allotment stands cancelled in view of the contract being void. Consequently, if the Equity Shares are cancelled than the Equity Share Capital shall be reduced by Rs. 6,14,28,570/- and securities premium shall be reduced by Rs. 36,85,71,420/-.

ACKNOWLEDGMENTS:

Your Directors wish to place on record their deep sense of appreciation for the committed services of the employee and associates of the Company.

For AND ON BEHALF OF THE BOARD OF DIRECTORS

MR. MADHUSUDAN REDDY CHAIRMAN

Place: Mumbai Dated: 30th May 2014

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Mar 31, 2013

To the Members of MADHUSUDAN SECURITIES LIMITED

The Directors have pleasure in presenting the 30th Annual Report on the business and operations of the company along with the audited Financial Statement of Accounts for the year ended March 31, 2013.

RESULTS OF OPERATION:

The financial results for the year under review are as follows:

2012 – 2013 2011 – 2012 Particulars

Gross Receipts 26,37,769 23,50,122

Profit / (Loss) before tax (63,30,251) (13,09,999)

Less: Provision for Tax NIL NIL

(Excess) / Short Provision of Earlier NIL 22,919 Years

Profit / (Loss) available for appropriation (63,30,251) (12,87,080)

Add: Balance brought forward from Previous Year 1,27,45,852 1,40,32,932

Balance carried to Balance Sheet 64,15,600 1,27,45,852

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.

BUSINESS:

During the year under review, the Company has made surplus by trading in Shares and incurred losses due to credit crunches and bear market conditions, the sale of Investments resulting into a net loss of Rs.. 63,30,251/-.

The Company has surrendered its membership of Bhubaneshwar Stock Exchange and OTC Exchange and notified to SEBI as per provisions of the SEBI Act. The year under review is not encouraging for the business of the company. The Company has continued its business of Investment activity.

During the year, Primus Retail P. L. has expressed their inability to transfer and sale the "Weekender" Brand as per the Business agreement dated 04/02/2011. Our Company has sought for cancellation of the agreement dated 04/02/2011. This shall result into cancellation of the consideration paid for other than cash of 61,42,857 Equity Shares issued of Rs.. 10 each at a premium of Rs.. 60 each totaling to Rs.. 43 Crores, subject to completing statutory formalities and our Company has put a claim of recovery of Rs.. 12 Crores paid to Primus Retail P. L. pursuant to BTA.

Barring unforeseen circumstances, your Directors are hopeful to have better performance in the year to follow.

FUTURE OUTLOOK

The Company shall make appropriate submissions to Authorities for cancellation of the Share Capital. The Company shall continue its Investment activities and shall look forward for better yield on Investment.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from public, during the year under review.

PRUDENTIAL NORMS:

Your Company is not registered as NBFC with RBI, however, they have complied the prudential Norms, as applicable.

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 partially 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 thereunder 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:

The Board had invited Professional person to join as Independent Directors of the Company to comply with the statutory requirements of Corporate Governance of which the following persons have been appointed as Independent Directors of the Company w.e.f from 30.05.2013:

1. Mr. Harsh Javeri

2. Mr. Abhilash Padmanabh

Mrs. Piya Reddy, Director, retires by rotation, and has expressed her unwillingness for Directorship w.e.f. Annual general Meeting of the Company. The resignation shall be accepted in the AGM of the Company.

Mr. Nitin Yashpal Anand, Director, has expressed his unwillingness for Directorship w.e.f. Annual general Meeting of the Company. The resignation shall be accepted in the AGM of the Company.

COMPANY SECRETARY

Mr L. V. Veeranjaneyulu, CS, has resigned as Company Secretary of the Company w.e.f. August 02, 2012 due to his personal reasons.

The Board shall appoint Chartered Secretary to comply the provisions of the Companies Act.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

1. That in the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments 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;

3. 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

4. That the annual accounts for the financial year ended March 31, 2013 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, 2013 are self explanatory and do not call for any further comments under Section 217(3) of the Companies Act, 1956. However, as regards note no 16 c, the Management has sought for cancellation of the Business Agreement dated 04/02/2011. This shall result into cancellation of the consideration paid for other than cash of 61,42,857 Equity Shares issued of Rs. 10 each at a premium of Rs. 60 each totaling to Rs. 43 Crores, subject to completing statutory formalities and our Company has put a claim of recovery of Rs. 12 Crores paid to Primus Retail P. L. pursuant to BTA. Consequently, If the Equity Shares are cancelled than the Equity Share capital shall be reduced by Rs. 6,14,28,570/- and securities premium shall be reduced by Rs. 36,85,71,420/-.

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: 30th May 2013

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Mar 31, 2012

To the Members of MADHUSUDAN SECURITIES LIMITED

The 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:

2011 - 2012 2010 - 2011

Particulars Rs. Rs.

Gross Receipts 23,50,122 32,93,263

Profit / (Loss) before tax (13,09,999) 24,30,493

Less: Provision for Tax NIL 4,25,000

(Excess) / Short Provision of Earlier Years 22,928 1,26,798

Profit / (Loss) available for appropriation (12,87,071) 21,32,291

Less: Transfer to Special Reserve u/s. 45IC as per The Reserve Bank of India (Amendment) Act, 1997 - 5,00,000

Add: Balance brought forward from Previous Year 1,40,32,932 1,24,00,642

Balance carried to Balance Sheet 1,27,45,851 1,40,32,932

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 Rs. 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, 2011.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

1 . 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

4. That the annual accounts for the financial year ended March 31 , 2012 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

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Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Report on the business and operations of the company along with the audited Financial Statement of Accounts for the year ended March 31, 2010.

RESULTS OF OPERATION;

The financial results for the year under review are as follows:

Particulars Current Year Previous Year 2009 - 2010 (in Rs) 2008 - 2009 (in Rs)

Business Income 44,42,700 31,31,717

Profit before Interest & Tax 32,32,331 16,86,708

Less: Interest 14,31,124 6,33,812

Profit before tax 18,01,207 10,52,896

Provision for Tax 4,25,000 2,99,500

Profit after tax but before Extraordinary items 13,76,207 7,53,396

Profit available for appropriation 13,44,564 7,70,415

Transfer to Special Reserve u/s. 45IC as per The Reserve Bank of India (Amendment) Act, 1997 3,00,000 4,50,000

10,44,564 3,20,415

Balance brought forward from Previous Year 1,13,56,078 1,10,35,663

Balance carried to Balance Sheet 1,24,00,642 1,13,56,078

DIVIDEND:

To facilitate the working capital & strengthening the financial resources of the company, the board regrets their inability to recommend any dividend for the current year.

TRANSFER TO RESERVES

As per section 45IC of the Reserve Bank of India (Amendment) Act, 1997, applicable to Non Banking Financial Company for creation of Special Reserve Fund, the company has voluntarily transferred Rs.3,00,000/- to the Special Reserves of the Company.

BUSINESS:

After the end of the recessionary year, the year under review seemed to be stabilising in shares & improving in business activity. The present capital market has been improving but it is unpredictable due to international financial crises. During the year, the Company has earned Profit after tax of Rs. 13,76,207/- which has increased by 75% compared to previous year. The Company has invested its surplus funds in Bank Fixed Deposits and Debt Funds. During the year, the company has income on Capital leverage of funds. Barring unforeseen circumstances, your Directors are hopeful to have better performance in the year to follow.

FUTURE OUTLOOK;

The Company shall deploy its financial resources in better modes of Investment for better deals with the upcoming industrial organisations. The new financial policies and inflation control measure shall bring better prospectus in years to come. The performance of the industrial sector has improved markedly in recent months.

REGISTRARS AND TRANSFER AGENTS:

In compliance with directives of SEBI, requiring companies to provide single point service to shareholders of all work relating to share registry, in terms of both physical and electronics, your Company has appointed LINK INTIME INDIA PRIVATE LIMITED, C - 13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (W), Mumbai 400 078, as the Registrars and Transfer Agents. All your requests for dematerialisation, transfer of physical shares, etc., (and grievances related thereto) may be sent to the above address of the Registrars and Transfer agents.

SHARE TRADING ON BSE

Your Directors are glad to inform you that the equity shares of the Company are freely traded on the Bombay Stock Exchange as the Exchange has withdrawn the suspensions of trading of shares of the Company on 16/10/2009, after compliance of all statutory requirements of the listing Agreements of the Bombay Stock Exchange.

FIXED PEPQSITS;

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, have 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:

The Company has been practicing the principles of good corporate governance voluntarily over the years though not applicable, being the equity paid up capital is below Rs. 300 Lacs. However a separate section of voluntary compliance has been included as separate section of this annual 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 thereunder read with the Companies (Particulars of Employees) Rules,1975.

PARTICULARS UNDER SECTION 217fl Vel OF THE COMPANIES ACT 19Sfi:

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. K. Madhusudan Reddy, Director, retires by rotation and being eligible, seeks reappointment at the ensuing Annual General Meeting. In view of the interest of the Company, your Board recommends his appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

£ursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

1. That in the preparation of the annual accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. 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;

3. 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 otfier irregularities; and

4. That the annual accounts for the financial year ended 31st March 2010 are prepared on a going concern basis.

AUDITORS;

M/s. Vora & Associates, Chartered Accountants, 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, 2010 are self explanatory and therefore do not call for any further comments under Section 217(3} of the Companies Act, 1956 Your Directors are glad to inform you that the equity shares of the Company are freely traded on the Bombay Stock Exchange as the Exchange has withdrawn the suspensions of trading of shares of the Company on 16/10/2009, after compliance of all statutory requirements of the listing Agreements of the Bombay Stock Exchange.

FIXEP PEPQS1TS;

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, have 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:

The Company has been practicing the principles of good corporate governance voluntarily over the years though not applicable, being the equity paid up capital is below Rs. 300 Lacs. However a separate section of voluntary compliance has been included as separate section of this annual 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 thereunder read with the Companies (Particulars of Employees) Rules,1975.

PARTICULARS UNDER SECTION 217 D OF THE COMPANIES ACT 19S6:

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. K. Madhusudan Reddy, Director, retires by rotation and being eligible, seeks reappointment at the ensuing Annual General Meeting. In view of the interest of the Company, your Board recommends his appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

1. That in the preparation of the annual accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. 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;

3. 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

4. That the annual accounts for the financial year ended 31st March 2010 are prepared on a going concern basis.

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

DIRECTORS

Place: Mumbai Date: 30th July 2010