MADHUR CAPITAL

FINANCE LIMITED

Registered Office

Madhur Complex, Stadium Cross Road, Navrangpura, Ahmedabad

ANNUAL REPORT

tot. MkUHbR CAPITAL & FIHkICE LTB M . ; ~ . C ~ * Y J +

MANhGING DIMGTOR 91R@?@

Regd. Office

MADHUR CAPITAL & FINANCE LIMITED

: Madhur Complex, Stadium Cross Road

Navrangpura, Ahmedabad ,

Board of Directors : Shri. Hitesh Gandhi - Director

Shri. Bhopalsing Sakhtavat -Director

Shri. Narendra I. Chavda - Director

Auditors : M/s Purushottam Khandelwal & Co., Chartered Accountants 216, Madhupura VyaparBhavan, Nr. Gunj Bazar, Madhupura, Ahmedabad-380004

Registrar : Link Intime India Pvt. Ltd.

& Share Transfer Agent 211, Sudarshan Complex,

Near Mithakhali Under Bridge,

Navarangpura, Ahmedabad - 380 009.

Stock Exchanges wherein the : (I) The Bombay Stock Exchange

Shares of the Company 25th Floor, P.J.Towers,

are listed Dalal Street, Fort,

Mumbai - 400001.

(2) The Ahmedabad Stock Exchange

Kamdhenu Complex, Opp. Sahjanand College,

Panjarapole, Ambawadi,

MADHUR CAPITAL & FINANCE LIMITED

NOTICE

Notice is hereby given that the Annual General Meeting of Madhur Capital &Finance Limited will be held at Regd. Office at Madhur Complex, Stadium Cross Road, Navrangpura, Ahmedabad on 28" September, 2012 at 9:30 A.M. to transact the following business:

1. To receive consider and adopt the Audited Accounts of the company for the year ended 3lSMarch 2012 and the Report of the Directors and auditors thereon.

2. To appoint Director in place of Mr. Hitesh Candhi, who retires by rotation and

eligible for re-appointment.

3. To appoint Auditors, and to fix their remuneration.

4. To consider and if thought fit, to pass with or without modifications, following resolution as ordinary resolution.

"RESOLVED THAT pursuant to Section 269 and other applicable provisions of the Companies Act, 1956 and provisions of Article of Association of the Company, Mr. Hitesh Gandhi, be and is hereby appointed as the Managing Director of the Company for a period of 5 (Five) years w.e.f 01/04/2012.

"RESOLVED FURTHER THAT remuneration, other allowances and perquisites, if any, payable to Shri. Hitesh Gnadhi, if appointed, as Managing Director, will be decided by the Board of Directors in consultation with Shri. Hitesh Gandhi."

Place: Ahmedabad By order of the Board of Directors, Date: 28/05/2012 FORMADHUR CAPITAL & FINANCE LTD.

Sd/- CHAIRMAN

k%. MADHUR CAPITtL & FINANCE LTO ~ ) - X , C A U V & ~

WNAGillO O!EC 1OR:DtREC TOP

NOTES: - 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ABOVE MEE'L'ING IS

ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/ HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. INSTRUMENT OF PROXY IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.

2. The Register of Members and Share Transfer Books of the Company will remain closed from 21st Sept. 2012 to 2WSept. 2012 (both days inclusive).

3. As a measure of economy, Annual Report will not be distributed at t h e Meeting. So, members are requested to bring their copy of Annual Report with them to the Annual General Meeting.

EXPLANATORY STATEMENT PURSUANT TO SECTION 173121 OF THE COMPANIES ACT. 1956

Item No-4

Mr. Hitesh Gandhi was appointed as Director on the Board of the Company in the year of 2005. He was appointed as Managing Director of the Company for a term of 5 years. Board decided to continue him as Managing Director and hence wants to re-appoint him as Managing Director for a term of 5 years w.e.f. 01/04/2012 subject to approval by share holders of the Company in General Meeting.

Remuneration, other allowances and perquisites, if any, payable to Mr. Hitesh Gandhi as Managing Director will be decided by Board of Directors in consultation with Mr. Hitesh

None of the directors, except Mr. Hitesh Gandhi are interested or concerned in the resolution.

Place: Ahmedabad By order of the Board of Directors, Date: 28/05/2012 FOR MADHUR CAPITAL & FINANCE LTD.

Sd/- CHAIRMAN

t O ~ , M A ~ H U R cAPITL f\whNCE IT'

N. $. c ~ + v ~ . p ~ ~ G \ W G QIMCTOI~DIRECTO~

To, The Members of, M/s Madhur Capital & Finance Limited

Your Directors have pleasure in presenting the Annual Report of the Company together with the Audited Accounts for the financial year ended on 31" March 2012.

1. Financial Results [Rs. in lacs)

Particulars 2011-12 2010-11 Sales - Other income 13.83 2.67 Depreciation 0.42 0.86 Extra Ordinary Items 1.56 Other Expenditure 11.10 1.77 Profit/ Loss before Tax 0.75 0.04 ProfitILoss after Tax 0.51 0.02

During the current year your company has achieved a reasonable level of growth. We are hoping that the phenomenal growth shall be achieved during the next coming years.

2. Directors

Mr. Hitesh Gandhi, Director of the company retires at the ensuring Annual General meeting and eligible for re-appointment.

3. Personnel

Your directors' wish to place on record their appreciation for the contribution to growth of the business made by employees at all levels. Information as required pursuant to section 217(2A) of the companies Act, 1956 has not been given, as it is not applicable.

4. Auditors

M/s Purushottam Khandelwal & Co., Chartered Accountants, Ahmedabad, Auditor of the Company retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for Re-appointment.

5. Deposits

During the year, Company has not accepted inter corporate Deposits, which falls under Section 58A of Companies Act, 1956.

6. Enerw. Technolow And Foreien Exchans

The additional information required to be disclosed in terms of notification No.1029 dated 3lSt December, 1998 issued by the Department of Company Affairs, Ministry of Finance is not applicable.

7. Directors' Resoonsibilitv Statement

Pursuantto Section 217[2A] of Companies Act, 1956, the Directors confirm that:

i. In the preparation of Annual Accounts, appropriate accounting standard have been Followed.

ii. Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of state of affairs o l the company at the end of financial year ended 31st March, 2012.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Annual Accounts have been prepared on going concern basis.

8. Audito<s Oualification

Auditors have qualified their report to the members of the Company. In this connection directors of the Company have discussed the same at arm% length on the recommendation of audit committee and have imitated to take necessary action so as to show fair view of state of affiirs of the company in the coming financial year.

9. Repart on Goroorate Governance

Compliance Report on Corporate Governance is a part of Annual Report is annexed herewith.

10. Acknowledgements

Your Directors wish to please on record their appreciation of the whole hearted co-operation extended to company from various departments of the central and state governments, company' bankers and financial institutions and employees of the company and look forward for the same cordial relationship in coming years.

PLACE: AHMEDABAD FOR AND ON BEHALF OF THE BOARD DATE : 28/05/2012 Sd/-

ANNUAL REPORT 2011-12

EP R ORT OF THE DIRECTORS ON CORPORATE GOVERNANCE

The Securities and Exchange Board of India [SEBI) constituted the Committee on Corporate Governance to promote and raise the standard of Corporate Governance of listed companies. The Committee has made recommendation on the composition of the board of directors, audit committee, board procedure etc.

The company has taken necessary steps to comply with the clause of 49 of the revised Listing Agreement given below is the repost of the Directors on the Corporate Governance.

REPORT ON CORPORATE GOVERNANCE

1. 1

The Company believes in functioning in a transparent manner with the basic philosophy being to enhance the Shareholder value, keeping in mind the needs and interest of other stakeholders, in compliance thereof. The following information is placed before the shareholders.

No Directors are having Chairmanship of more than five companies where they are director.

In line with the requirements of the code of the corporate governance, the board of directors comprises of three members. However, Your Company is trying its level best to accomplish the revised clause-49 of listing agreement.

Company does not have any system of payment of remuneration to independent Directors.

Further during the year, meeting of Board of Directors was held Six times.

Name of Director Category No. of Attended Last AGM Board Meeting Attendance

Shri Hitesh Gandhi Director 6 6 Yes Shri Bhopal Singh Non executive 6 6 Yes Shaktavat Independent director - .. Shri Narendra Non executive 6 6 Yes Chavda Independent Director

Name of Director Other Directorship (No. of Company)

Shri Hitesh Gandhi 3 Shri Bhopal Singh 2 Shaktawat Shri Narendra Chavda 3

A declaration signed by Shri Hitesh Gandhi, Managing Director of the company according compliance of sub-clause (ID) of Clause 49 of the listing Agreement is attached herewith forming part of his Annual Report

2. AUDIT COMMIITEE

Presently the company has three Directors. The company has independent audit committee which submits the report to the management on monthly basis and action is taken on the same by the Managing Director on regular basis. However, Company is trying its level best to comply with the provisions of audit committee.

Pursuant to the revised clause 49 of the listing agreement, the company has appointed Audit committee consisting of followings:

(i] Mr. Narendra Chavda - Chairman (ii) Mr. Bhopal singh Shaktawat - Member

The scope of committee includes.

a. Review of company's financial reporting process and the financial statement. b. Review internal control systems and functioning of internal audit process. c. Post audit review with statutory auditors.

During the year under review, Audit committee met four times where all the members attended meetings.

3. R f E . .

No remuneration was paid to directors during the year and they have waived their part of remuneration. No sitting fees are payable to any Director.

Remuneration committee consists of following: (i) Mr. Hitesh Gandhi - Chairman (ii) Mr. Bhopal Singh Shaktawat - Member (iii) Mr. Narendra Chavda - Member

4. ~HAREHOLDERS' COMMITTEE

The company has complied the requirement of the sub clause VI (A), [B) of the cIause 49 of the Listing agreement.

The composition of shareholders cum investors' grievance committee was as follows:

(i) Mr. Narendra Chavda - Chairman [ii] Mr. Bhopal Singh Shaktawat - Member

During the year, the company and their Registrar and Share Transfer Agents M/s Link lntime India Pvt. Ltd. has not received any complaints. It is policy o f the company to give reply of shareholders complaint within the time frame prescribed by the SEBI/Stock Exchanges.

The Share received for transfer is approved on 15thand 30th OF the each month and are given effect by the Registrar and Share Transfer Agent.

M/s. Link lntime lndia Pvt. Ltd, is continued as common Agent for electronic as well as physical share transfer work.

5. GENERAL BODY MEETING

Location 30/09/2009 AGM 9:45 AM 30/09/2010 AGM 9:45 AM

Madhur Complex, Stadium Cross Road,

30/09/2011 AGM 9:45 AM Navarangpura, Ahmedabad

There are no special resolutions passed by the company through postal ballot at any of the above annual general meeting.

6. DISCLOSURES;

(A] During the year under review, the quarterly unaudited results were taken on record by the Board of Directors at the end of month of respective quarter. However in terms of clause 41 of Listing Agreement, the same were furnished to the concerned stock exchanges were also circulated in the newspaper within the stipulated time.

(B] Company has followed accounting standards diIigently.

[D) Further, company has not received any funds through capital market during the year.

[E) Transaction with related parties have been properly disclosed in notes to accounts and discussed a t length by audit committee.

(F) Management discussion and analysis report is attached to and forms part of this report.

[G) Further, Shri Hitesh Gandhi, Managing Director of the company as certified to board OF directors of the company regarding compliance of sub-clause (v) of clause 49 of listing agreement.

7. MEANS OF COMMUNICATION:

The means of communication between the Shareholders and company are transparent and investor friendly. Steps are being taken to display the corporate results on the EDIFAR & Corporate website, which is being developed.

-- - -

- -- - ----- Madhur Capital &Finance limited 2011-12

Annual General Meeting: Date: 28/09/2012 (Date, Time & Venue) Time : 9:30 a.m.

Venue: Madhur Complex, Stadium Cross Road, Navrangpura, Ahmedabad- 380009

Y Financial Calendar 1 s t April 2011 to 3lstMarch 2012

Date of Book Closure From 21st Sept.2012 to 28th Sept. 2012 [Both days inclusive]

Y Dividend Payment Date No Dividend decIared

9. LISTCNG OF STOCK EXMANSE: Bombay Stock Exchange Limited Ahmedabad Stock Exchange Limited

1 10. MARKET PRLCE DATA AT BOMBAY STOCK EXCHANGE LIMlTED:

-- February, 2012 r 8.70 4.07 March. 2012 9.94 6.76

11. =BUTION OF SHAREHOLDING AS ON 31 MARCH. 2012

1 No. of Eauitv shares I No. of I % of total I No. of I a h of - . I held sharehold s.holders shares held shareholding I ̂ .." I

Category No. of shares % of held shareholding

Promoters & relatives 4986775 52.00 Banks/FII/ FI 0 0.00 Public 4505275 46.97 Body Corporate 98235 1.02 N RI 100 0.00 Clearing Members 615 0.01

Date : 28/05/2012 Place : Ahmedabad

For and On behalf of the Board of Directors

Sd/-

1. Overall Review:

The overall performance during the financial year 2011-12 has been satisfactory.

2. Financial Review:

Total turnover for the year ended 31" March, 2012 was Rs. 13.83 lacs. This increase was mainly on account of improvement in management practices. Better working capital management was also one of the emphasis on which proper weightage was laid upon.

3. Internal Control System and their adequacy:

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

4. Business Environment:

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

5. Risk and Concern:

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

6. Cautionary Statement:

Statements in this report on management Discussion and analysis may be forward looking statements within the meaning of applicablq,security laws or regulations. These statements are based on certain assumptions and expectations of future events. Actual results could however, differ materially from those expressed or implied, Important factors that could make a different to the Company's operations include global and domestic demand supply conditions, finished goods prices, raw material cost and availability and changes in government regulation and tax structure, economic development within India and the countries with which the company has business contacts and other factors such as litigation and industrial relations.

The Company assumes no responsibilities in respect of forward looking statements which may be arncnded or modified in future on the basis of subsequent developments, information of event

BY ORDER OF THE BOARD OF DIRECTORS

Place: Ahmedabad For Madhur Capital &Finance Limited

Date : 28/05/2012 Sd/-

M r . Hitesh Gandhi

rJR. ~ k 3 ? i U R GR)lThL & ''' Chairman

CERTIFICATION BY MANAGING DIRECTOR TO THE BOARD

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

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

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

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

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

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

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

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

b. Significant changes in accounting policies during the year;

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

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

Date : 28/05/2012 Sd/-

Place : AHMEDABAD Managing Director

rOR. MA3:lllR CAPITAL & FINANCE LTB h,* g. CA-lr&

YflNhGiNG DIRICTOR~OIRECTQP

DECLARATION BY THE CHAIRMAN & MANAGING DIRECTOR ABOUT CORPORATE GOVERNANCE

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

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

2. All the members of the board as well as senior management personal have complied with the said code of conduct for the year ended 31St March 2012.

Place: Ahmedabad

Date: 28/05/2012

Sd/-

Mr. Hitesh Gandhi

Chairman & Managing Director

The Members of M/s Madhur Capital & Finance Limited

We have examined the compliance of the conditions of corporate Governance by Madhur Capital & Finance Limited for the year ended on March 31,2012, as stipulated in Clause 49 of the listing Agreements of the said Company with the Stock Exchanges. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to a review of the procedures and implementation thereof adopted by the Company for ensuring the compliance of the

! conditions of Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of the opinion on the financial statement of the Company. In our opinion and to the best of our information and according to the explanations given to us and based on the representations made by the Directors and the Management, we certify that Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above-mentioned Listing Agreement. We state that such compliance is neither as assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For, Purushottam Khandelwal & Co. Chartered Accountants

Sd/- Purushottam Khandelwal

Proprietor

AUDITORS'REPORT

TO

THD MEMBERS OF

MADIII]R CAPITAL & FINANCE LTD.

1. We have audited the attached Balance Sheet of MADIIIIR CAPITAL &FINANCE LTD., as at 31 March 2012' +he Profit and Loss Account of the

i"-p-y f"t the year ended on that date and Cash Flow statement' armexed

therio.'These financial statements are the responsibility of the company's

t lu*g"..rrt. Our responsibility is to express an opinion on these financial

statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted

in tndia. These standards require that we plan and perform the audit to obtain

reasonable assurance about whether the fin:ancial statements are free of material

misstatements. An audit includes examining, on test basis, evidence supporting the

amounts and disclosures in the financial statements' An audit also includes

ur."rring the accounting principles used and significant estimates made by

;;;;;;i' "t

*ell as Jvaiuating the overall financial statement presentation we

believ-e that our audit provides a reasonable basis for our opinion'

3. As required by Companies (Auditor's Report) O1d9r, 200]^1d. as amended by the- Co-p-i.. (Auditoi's Report)(Amendmen| Otd9t, 2004^^issued by Central

Goue*-ert of India in terms oi sub-section (4A) of section 227 of the Companies

Act, 1956, we enclose in the Arutexure a statement on the matters specified in

paragraphs 4 & 5 ofsaid order.

4. Further to our comments in the Amexure referred to above, we repoft that:

a. We have obtained the available information and explanations, which to the best

of our knowledge and belief were necessary for the purpose of our audit'

b. In our opinion, proper books of account as required by law have been kept by

the Company, ,o fa. u, app"u.. f,om our examination ofthose books'

c. The Balance Sheet, the Profit ard Loss Account and cash flow statement dealt

with by this repot are in agreement with the books of account;

d. ln our opinion, the Balance Sheet ,Profit & Loss Account and cash flowstatement dealt with by this report comply with the Accounting Standards

referred to in sub-section 3C of Section 21 1 ofthe Companies Act, 1956;

Except Accoulting Standard -15 on Retirement benefits as no provision has

been made for retirement benefits , The effect ofthe same can not be quantified,

to that extent Profit for the year and balarce of Profit & Loss account and

balance of current liabilities is understated.

Accounting Standard -13 on Accounting for investments as no provision is

made for diminution in the value of investment of group concem amounting to

Rs. 24.81 lacs.

On the basis of written representations received from the directors as at 31

March,20LZ and taken on record by the Board of Directors and in accordance

with the information and explanations as made available, the directors of the

company do not have prima I facie have any disqualification as at 31't March,

201i from being appointed as a director in terms ofclause (g) ofsub-section (1)

ofsection 274 ofthe Companies Act, 1956. It has been explained that one oftheCompany in which the director of the Company is also director, has issued

ChequeJ for repayment ofthe fixed deposits received by it but due to frizzing ofthe said bank accounts by CBI BS & FC, Mumbai, the said amount have not

been encashed, therefore it is construed that the said Company has not defaulted

in repayment of interest/principal of fixed deposits.

The Bank accounts ofthe Company was frizzed by the CBI BS & FC, Mumbai

in the financial year 2001-02, therefore no provision has been made for bank

balance ofRs. 495.53 lacs, cheques on hand ofRs. 132 lacs which are also time

barred under time limit prescribed under Negotiable Instrument Act, 1881 and

for no provision is made for diminution in the value of investment of group

concem amounting to Rs. 24.81 lacs.

The Company has not canied out any business activity during the year as non

banking financial company & consequently not entitled to hold certificate ofregistration in term ofassets/income pattem notified by RBI.

Subject to the above ,In our opinion and to the best of our information and

according to the explanations given to us, the said accounts give the information

required by the Companies Act,1956, in the manner so required and given a true

and fair viiw in conformity with the accounting principles generally accepted inlndia:

e.

l.

h.

i In the case ofthe Balance Sheet, ofthe state of affairs ofthe Company

as at 31 March, 2012.

ll In the case of the Profit and Loss Account, of the Profit of the

Company for the period ended on that date.

In the case of Cash Flow Statement, of the Cash Flow of the Company

for the year ended on that date.

For Purushottam Khandelwal & Co.Chartered Accountants

lll

Datei 18lOSl2O12Place: - Ahmedabad

,l I jr 'H ll[\a--"k I!)

r '(p.8. Khandelwal).Proprietor

M,No.100601FRN:123825W

MADHUR CAPITAL & FINANCE LTD

ANNEXURE TO THE AUDITORS'REPORT(Referred to ill paragraph 3 of our report of even date)

1. (a) As per the inlormation and explanation given to us the Company has notmaintained details regarding fixed assets to show full particulars, includingquantitative details and situation of fixed assets.

(b) As per the inJormation and explaration given to us the assets have beenphysically verified by the management during the regular interval.However the details regarding the same are not available for ourverification.

(c) The Compa:ry has not disposed of any substantial part of its fixed assetsduring the year as would affect its going concem status.

As per the hformation and explanations given to us , the Compaay doesnot have and stock of goods or shares ,

(a) As per the inlorrnation and explanations given to us, the Company hasgranted uasecured loans to companies covered in the registeredmaintained u/s 301 of the Companies Act, 1956. The ma:<imum balanceoutstanding duaing the year was Rs. 2206

(b) ln our opinion, the rate of interest and other teffrE and conditions ofsuch loan are not, prime facie, preiudicial to the interest of the Company.

(c) The company is neither regular in making repayment of the principa.lamount nor its interest.

(d) There is no overdue amouat of loaas granted to the Parties covered inthe register maintained under section 301 of the Companies 4ct,1956.

(u) As per the inforrnation and explanations given to us, the Company hastaken unsecured loans parties covered in the Register maintained u/s.301of the Companies Act, 1956. The maximum balance outstanding during theyear was Rs. 1372254.

(f) The terms and conditions of the above loans are prima facie not prejudicial tothe interest of the company.

(g) The compaay is neither regular in making repayment of the principal amountnor its interest.

4. In our opinion and according to inlormation and explanation given to usi thereis hadequate intemal control system corEnensurate with the size of the

5.

6.

7.

9.

Compary and the nature of its business, for the purchase of inventory and fixedassets, and for the sale of goods and services. Further on the basis of ouiexamination of books and records of the company, and according to theinformation ald explanations given to us, we have neither come across nor have

been inJormed of any continuing failure to corect lrlajor weaknesses in theaforesaid intemal control system.

In our opinion and according to the information and explanations given to us,

there is no transaction during the year as referred to ir Section 301 of theCompanies Act, 1956.

The company has not accepted any deposits from the Public within the meaningof Section 58A and 58AA oI the act arrd the rules framed there under,

The Company does not have formal intemal Audit system,

In our opinion and according to the information and explanatiorr given to us,

the central govemment has not prescdbed maintenance of cost records undersection 209(1) (d) of the Companies Act 1956.

(a)According to the in-formation given to us, the Company is generally regularin depositing with approp ate authorities undisPuted statutory dues

including income tax, sales tax, excise duty, cess and other material statutorydues applicable to it. and the Company had no arears of such outstandingstatutory dues as at 31* March,2072lor a period more than six months fromthe date they became payable.

(b) According to the information and exPlanation given to us, there are no dues

of Income tax which have not been deposited on account of any disPute.

In our opinion and according to the information and explanations given to us,

the company has been registered for a period more than five years and itsaccumulated losses at the end of the financial year is not exceeding fiftypercent of its net woth however the company has not incured cash Loss

during the year.

According to the records of the company examined by us artd on the basis ofinformation and explanations given to us, the company has not taken any loanfrom financial institutiorE or Bank during the year.

The company has not granted any loans artd advances on the basis of securities

by way pledge of shares, debentures and other secudties.

In our opinion, the company is not a chit fund or a nidhi mutual benefitfund/society. Therefore, the Provisions of clause 4(xiii) of the Companies(Auditols Report) Order, 2003 are not aPPlicable to the comPany.

1-1.

10.

12.

13.

14. According to the hformation and exPlanation given to us, the comPany is not

15.

16.

"t7.

dealing or trading in shares, securities, debentures and other investments.

Accordingly, the provision of clause 4(xiv) of the companies (Auditors Report)

Order, 2003 are not applicable to comPany.

In our opinion and according to the information and explanation given to us,

the company has not given arly guarantee for loans taken by others from banks

and financial irutitutions during the year.

As per the information and explanation given to us, the comPany has not taken

term loans during the financial year.

In ow opinion and according to the information and explanations given to us,

the Company has not used ary funds raised on short term basis for long term

investment.

The Company has not made any preferential allotment to Parties covered in the

register maintained under Section 301 of the Companies Act 1956,

During the period covered by our audit rePort, the company has not issued anydebentures.

20. As the company has not raised money by making Public issue du ng the

financial year.

21. According to the information and exPlanations given to us, no fraud on or bythe company has been noticed or reported during the course of our audit'

For, Purushottam Khandelwal & Co.Chaltered Accountants

P'H'K ".-d-enD'4Purushottam Khandelwal

ProPrietorMem. No. 100601

FRN: - 123825W

Place : Ahmedabad,Date:18/05/2012

18.

79.

MADHUR CAPITAL & FINANCE LIMITEDEalance sheet as on 3lst March, 2012

Particulars

95,910,000

126,9'19,O3s

95,910,000

26,927,855)

EQUTTY AND I"IABILITIES

share Holder's Fund

Share Capital

Reserves and SurPlus

Share Application Money Pending Allotment

Non - Current Liabilities

Long Term BorrowinSs

Other Liabilities

Deferred Tax Liability (net)

Current Liabilities

Trade Payables

ShortTerm Provisions

TOTAL

Non - Current Assets

Fixed assetsTangible assets

Non-current investmentsLong{erm loans and advances

Current Assets

Current investmentsTrade receivablesCash and cash equivalents

Short{erm loans and advances

358,915

486,8741,372,254

4a6,874

572,5487,\73

1,860,155

24,373

72,725,94r

157,327

2,481,0007,963,224

'1 15,399

2,481,0007,897,228

1,656J2263,945,738

87,000

4,401,79763,7 49,517

87,000

70,290,4L572,725,94717

NOTES TO ACCOUNTS

t.i"o,f"t,"i"""a a "U"ve

and notes atta€hed there toform an integral part of Balanc€ sheet

Thh is the Ealance Sheet referred to in our Report ofeven date'

ln terms of our .eporl attached.

For Purushottam Khandelv,al& Co

CMdered AccoLrntanls

P ' l-, '1<xo-,-.",.o.1Purushottam Khandelwal

Date:181h IMaY,2012

For and on behalf of the Board of Oirectors

For, l,4adhur capital & Finance Limiled

chaiman Managing Director

Date:181h LlaY,2012

MADHUR CAPITAL & FINANCE TIMITEDstatement of Profit and Loss for the year ended 31 March, 2012

Particulars Note 3r.o3.2072 31.O3.2011

INCOME

Revenue from operations

Other incomeTotal Revenue

EXPENDITURE

Administrative & Other ExpensesEmployee benefits expenseFinance costsDepreciation and amortisation

expense

Total Expenses

Extraordinary ltems(Prior period)

Profit Before Tax

Tax Expenses

Current Tax

oeferred Tax

Profit for the year

Earnings per Equity Shares of Face value

of Rs.10 each

13

74

75

16

1,383,45s 267,25L

1,383,4s5 267,257

990,608

120,000

41,924

747,44530,000

85,908

7,t52,536 263,353

156,339

74,580

23,400

3,898

7,773

51,180 2,725

0.0053 0.0003

NOTEsTOA'COUNTs 17

Schedules referred to above and notes attached there to form an integralpart ofBalance Sheet

This is the Balance Sheet referred to in our Report ofeven date.

ln terms of our reporl aflached.

For Purushottam Khandelwal& Co Forand on behallolthe Board of Directors

Chartered Accountanls . For ,I\'IADHUR CAPITAL& FINANCE Lll\'llTED

P rl- l.-f+--a{+ r.-r +'purushottam Khandelwal

_.. I Chairman Managing Director

Proprietor

Place:Ahmedabad Place:AhmedabadDate :18th May ,2012 Date :18th May '2012

NOTE 1 SHARE CAPITAL

Particulars

(a) Authorised1,10,Oo,OOO Equity shares of Rs.10/- each

(b) lssued95,9'1,OOO Equity shares of Rs.10/- each

(previous year 95,91,000 equity share of Rs 10 each)

(c) Subscribed and tullY Paid uP

95,9'1,000 Equity shares of Rs 10/- each

(previous year 95,91,000 equity share of Rs'10 each)

Total

31.03.2012

110,000,000

31.03.201',,

110,000,000

95,910,000 95,910,000

95,910,000

95,910,000

95,910,000

95,910,000

31.03.2011Mors than 5% Shareholdings

t5.2911.16

9.678.38

No ofShares

r,466,600L,070,5'15

92't,s00804,050

Pushpaben Parikh

Vineetbhai Parikh

Madhur lndustries Ltd.

Shalinbhai Parikh

NOTE 2 RESERVE AND SURPLUS3t.03.2011

7,400,000

7,400,000

1,805,000

1,805,000

(36,186,760)

2,725

(36,184,035)

31.03.2012

7,400,000

7,400,000

1,80s,000

't,805,000

(36,184,035)

51,180

(36,132,855)

General ResedeBalance at beginning

Tknafefied dudng the YearClosing Balance (a)

Statutory Reserve

Balance at beginning

Transleraed during the YearClosing'Balance (a)

ProIit & Loss A./c:

Balance at beginning

Profit for the Year

closing Balance (b)

(26,979,035)(26,S27,855)Total (a)+(b)

L-

NOTES 3 LONG TERM BORROWINGS3r.03.20t1

358,915

31,03,2012

1,372,254

1,372,254

Unsecured Loans

(from lMadhur lndustries Limited)

Total

NOTE 4 OTHER LIABILITIES .

31.03.2012Particulars

Other Liabilities

NOTE 5 TMDE PAYABLES

31.03.2012

Trado payables:

Creditors for Expenses

Other Creditors

23,800

48A,74825,407

1,834,748

1,860,155

NOTE 6 SHORT TERM PROVISIONS

31.03.20',|131.03.20',12

24,s73Provision

(i) Provision for lncome tax (net ofadvance tax)

1,173

t

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5o 3333

o-<:

YooJlo

oEo

.: r)ts-

"i

6Nn-

t3,IF

-ii

a9!Eiio..YE

E,> LJ,.l < tL

b.=

=E.a -f

doFo

.9

o-

.x

<'&xEF.F

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NOTE I NON " CURRENT INVESTMENT (Long term inveslment )

NOTE 9 I.ONG TERM LOANS AND ADVANCES

NOTE lO.TRADE RECEIVABLES

Particulars 31.0?.2012 3t.03.2011

Trade lnvestment

ln Equity shares - Unquoted , fully paid up

Madhur shares & Stock Private Limited

2,48,100 Equity Share of Rs 10 Each

Total investment (A+B)

2,4A7,OO0 2,481,000

2,48!,000 2,481,000

Particulars 31.03.2012 3't.03.2011

Loans

Deposits

Advance Tax and TDS

Advance rent

Total

2,206723,260

7,314,362463,400

2,206

!23,260t,37 4,362

391,400

L,A97,228 7,963,224

Particulars 31.3.2012 31.3.2011

(a) Tradfice'rvables outstarding for a period exceeding sixmonthsSecured, consideled good

Unsecured, considered good

Unsecured Considered Doubtful

(b)Other Trade receivabte6Secured, considered good

Unsecured, considered good

Doubiful

Total

4,401,797 1,656,122

4,401,797 1,656,122

4,401,797 1,656,122

NOTE tl.CASH AND CASH EQUIVALENTS

31.O3.2012

(a) Cash on hand

(b) Balances with banks

Balance with Schedule Bank

Cheque in Hand

Fixed Deposit Account

246,325

50,475,413

13,200,000

24,000

50,104

50,475,413

13,200,00024,000

63,749,517

NOTE t2.SHORT TERM LOANS AND ADVANCES

31.03.201131.03.2012Particulars

advance Rent

Less: Provision for Doubtful

Hire Purchase

Less: Provision for Doubtful

72,000

80,00065,000

NOTE 13. OTHER INCOME31st March,201131st March,2012Particulars

3,433,060

3,155,8095,317,850

3,934,395i6ii ottt"rr"n* ottt"l.tttun ti.nce activities (Tradin8 sales)

[ess: Purchases

Net lncome from otherthan finance activities 267,25r

NOTE 14. ADMINISTRATIVE & OTHER EXPENSES

NOTE 15.EMPIOYEES BENEFITS EXPENSE

NOTE 16. DEPRECIATION AND AMORTISATION EXPENSES

Paaticulars31.03.2012 3t.03.20fl

Advertisement Expenses

Auditor Remuneration

lncome Tax

Legal & Professional Fee

consultancy charges

AnnualCustody Fee

Agent charges

Listing Exps

MuncipalTaxRent, Rates and Taxes

Grindinq charges

14,607

20,00015,000

65,S51

25,000718,050

72.O00

60,000

687

13,000

1,000

a,a.r,

11,030

29,728

72,000

Total 990,608 147,445

Particulara 31.3.2012 31.3.201t

Salaries and wages

Tolal

120,000 30,000

120,000 30,000

Particulars

Fo. the year ended31 March, 2012

For the year ended3l March,20lt

Depreciation

Total

41,928 85,S08

41,928 85,908

MADHUR CAPITAL AND FINANCE LIMITEDMadhur comPlex,

Stadium Crossing Road,

Navalangpura, AhmedabadCASH FLOW STATEMENT FOR THE YEAR 2O1I-12

Particulara

(Rs in Lacs) (Rs in Lacs)

2011-12 2010-11

A. Cash Flow From Operating Activities I

Net Profit (Loss) before tax as per profit and loss account I

Adjusted For.- |

Depreciation Net I

Amortisation of Expens"r J

TOTAL

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGT

Movement in Working GpitalDecrease/(increase) in sundry debtors

Decrease/(increase) in inventories

Decrease/(increase)in advance rent

Decrease/(increase) in creditors

Decrease/(increase) in provision

Cash genrated from operation

DirectTaxes paid (Net of refunds)

NET CASH FROM OPERATING ACTIVITES

B. Cash Flows From lnvestment ActivitiesNET CASH FROM INVESTINGING ACTIVITIES

C. Cash FIow From Financing AclivityProceeds from long-term borrowings

Government grant Recived

lnterest Paid

NET CASH FROM FINANCING ACTIVITES

NET INCREASE IN CASH AND CASH EQUIVATENTS

Cash and Cash equivalents at the beginning ofthe year

cash and cash equivalents atthe end ofthe year

o.75

o.42

0.04

0.85

0 0.85

127.46_)

o.7273.48

0.72(0.0s)

3. 0.63

112.1 1.53

10.13 0.85

10.13 0.85

{1.96639.45

2.37

637.08

637.49 639.45

PLACEI AHMEOABAD

DATEOT LAlOsl2Olz

FOR PURUSHOTTAM I(HANDEI,WAL & CO

CHARTERED ACCOUNTANTS

P- H fh"-&r.i.?{CA. P,H. KHAN DELWAI.)

M. No. : 100501

F.R,N,:123825W

FOR MADHUR CAPITAL & FINANCE TIMITEO

(DIRECTOR) (DIRECTOR) (OIRECIOR)

MADIII'R CAPITAL & FINANCE LIMITED

NOTE - 17

1. Significant accounting Polices

(a) Basis of Accounting:

The financial statements are prepared under historical cost convention

and to comply in all material respect with the notified accounting

standards by the Companies Accounting standard Rules - 2006 and the

relevant provision ofCompanies Act, 1956.

(b) Fixed Assets:

Fixed Assets are stated at cost less accumulated depreciation. The cost offixed asset comprise of its purchase price and any directly attributable

cost of bringing the assets in an operational condition for its intended use'

(c) Depreciation:

Depreciation has been provided at the rates and in the mamer prescribed

in Schedule XIV of the Companies act, 1956 on SLM Method'

Depreciation on addition or on sale/ disposal of assets is calculated pro-

rata from the date ofsuch addition or sale/ disposal as the case may be'

(d)Yaluation of Inventories:

lnventories of Securities which are intend to trade, are valued at lower ofcost and net realizable value'

(e) Investment:

Long term investrnents are slated at cost. Provision of diminution in the

value oflong term investments is made only if such decline is other than

temporary in nature in the opinion ofthe Management.

(f; Revenue Recognition:

All the items of Income and expenses are recognized on accrual basis,

except dividend and interest on overdue installments/defaults ardMunicipal Tax is accounted on cash basis.

The compaay has followed prudential norms for income recognition forprovisioning of non - performing assets as prescribed by RBI for Non-Banking Financial Companies to the extent applicable to it.

(g) RetiremenU Post retirement Benefits:

No Provision for has been made for liabilities for retirement benefits

including gratuity and leave encashment in respect of employees as

required by the Accounting Stardards - l5 on Retirement Beneflts.

(h)Taxation:

Current tax is determined as the amount of tax payable in respect oftaxable income for the period. Deferred tax is recognized subject to the

consideration of prudence in respect of deferred tax assets on timingdifferences, being the difference between the taxable incomes and

accounting income that originate in, one period and are capable ofreversal in one or more subsequent period.

Deferred tax assets are recognized and carried forward only to the extent

that there is a reasonable certainty that sufficient future taxable income

will be available against which such deferred tax assets can be realized'

(i) Provisions, Contingent Assets and Contingent Liabilities:

A provision involving substantial degree of estimation are recognized

whln there is a present obligation as a result of recognized when there is

a present obligation as a result ofpast event and it is probable that there

will be on outflow or resources.

2. NOTES FORMING PART OF ACCOUNTS

(a) No provision is made for liabilities for retirement benefits. The effect of the same

can not be quantified, to that extent Profit for the year and balance ofProfit & Loss

account is understated and balance of current liabilities is understated.

(b) The Scheme for amalgamation Of Madhur Housing Finance Ltd. With the

company has been approved by the Honorable high court of Gujarat vide its order

dated 6s July, 1999. accordingly Madhur Housing Finance Ltd' Which was

carrying on business of loans and advances and trading in shares has been

amalgamated with the Company w.e.f 01.04.1997.

The amount of consideration payable on amalgamation of Madhur Housing

Finance Ltd. has been calculated on the basis ofpaid up capital of Madhur Housing

Finance Ltd. This is subiect to reconciliation regarding adjustment of allotment

Money & the same has been shown under the head of Share Capital Suspense

Account.

(c) Cheques on hand amounting to Rs. 132.00 lacs belonging to the frizzed Bank

accounts by CBI BS & FC, Mumbai, no action / provision has been taken in this

respect.

(d) The Company has invested ar amount of Rs. 24.81 lacs in the shares of group

concems and no provision is made for diminution in the value of investment.

(e) The Company has received a show cause notice no. DNBS (AII) No. l676lk-3212000-01 dited 7s April. 2001 mentioning various irregularities in the working ofthe Company and calling upon the company as to why the Certificate ofRegistration issued to the company u/s 45JA of the RBI act.l934 should not be

cancelled and same was duly replied by the company but the matter is yet under

Scrutiny with RBI. The company has .also received letter no

DNBS(AH)No.131 6/l.10.03212011-2012 dated 10" August,201 1 from Reserve

Bank of India for submission of document for cancellation of Certificate ofregistration.

(f) The group concems loan account contains frequent transactions' As per the

explanation given by the company, many times the loan amount has not been

repaid due to liquidity of the fund; the said transaction does not make the

transaction/loan repayable on demand.

(g)No provision has been made in respect of doubtful debtors amounting to Rs- 1656.l2lacs (Outstanding for more than six months Rs 2105.50 lacs less provision

made Rs. 449.38 lacs) during the year. The Company is in the process of initiating

available recourse against the said debtors and the Company is hopeful of the

recovery of the same.

(h) Bank Account relating to refimd or equity shares / dividend is pending for

reconciliation with unclaimed amounts.

(i) In view of non-availability of bank statements for bark account balance with balks

are subject to confirmation and reconciliation will be made on receipt ofthe same'

0) Related Party Disclosure :

1. Key Managerial Personnel

i) Hitesh R.Gandhiii) Narendra I.Chavdaiii) Bhopal Singh M.Sakhavat

2. ASSOCIATES

i) Madhur Shares & Stock P\,1. Ltd'

3. Transactions with related psrties

There is no transaction with related parties.

(k)Eamings in Foreign Exchange is Rs. Nil.

(l) Particulars ofpayment made to Auditors :

2otl-2012 2010-2011Amount (Rs.) Amount (Rs.)

13000/- 13000

(m) Particulars ofpayment made to Directors :

Particulars 20ll'2012 2010-2011

Amount (Rs.) Amount (Rs.)

Remuneration(l) Hitesh R.Gandhi(2) Narendra LChavda(3) BhoPal Singh M.Sakhavat

Particulars

Audit Fees

(n)The balances shown in the Balance sheet under the head of unsecured loans,Creditors, Debtors and Loans and Advances are each subject to confirmation fiomrespective parties and are subject to adjustment if aly, on receipt of confirmation.

(o) The Company has not received any intimation from Suppliers regarding theirstatus under Micro and Medium Enterprises Development Act,2006 and hencedisclosure , if any, relating to amounts unpaid as at yeax end together with interestpaid/payable as required under the said Act have not been given.

(p) The Figures for the previous year have been rearranged and regrouped whereverconsidered necessary so as to confirm to the current year classification.

As per our attached report ofeven date

FOR PI,'RUSHOTTAM KHANDELWAL & CO. FOR AND ON BEHALF OF BOARDCHARTERED ACCOUNTANTS

P.+r.lcl*&,\,c+(P.H.KHANDELWAL) DIRECTOR DIRECTORPROPRIETOR ( BHOPAL SINGH ) (NARENDM CI{AVDA)MEM.NO. 100601

FIRM Reg. No.123825W

DATE: l8/05D012PT,ACE: AHMEDARAD