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Madhusudan Securities Ltd.

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Madhusudan Securities Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT FOR THE YEAR 2014 – 2015

The Corporate Governance Code is a professional system framed for directing and controlling the organization. The purpose is to ensure compliance of local statutes and ensure safeguard and value addition in long term to the interest of its members, creditors, customers and employees.

The Company has initiated the practice of incorporating the Corporate Governance Report in the Annual Report in compliance with Clause 49 of Listing Agreement of BSE. A concerted attempt has been made to bring in transparency and professionalism to ensure ethical standard in business activities while implementing the Corporate Governance Code. The management places on record that the mandatory compliances to constitute various committees as required by Clause 49 of the Listing Agreement of BSE, are in place.

The Detailed Report on Corporate Governance as per the Format prescribed by SEBI and incorporated in Clause 49 of the Listing Agreement as applicable to the Company is set out below:

1. COMPANY`S PHILOSOPHY ON CODE OF GOVERNANCE

The Company is committed to good Corporate Governance and has implemented the Corporate Governance as prescribed by SEBI. The Company`s philosophy of Corporate Governance is based on preserving core values and ethical business conduct which enhances the efficiency of the Board and inculcates a culture of transparency, accountability and integrity across the Company.

2. BOARD OF DIRECTORS– Specified in Director`s Report

3. COMMITTEE MEETING

a. Audit Committee

The terms of reference of this Committee are wide enough to cover the matters specified for Audit Committee under Clause 49 of the Listing Agreement as well as section 292A of the Companies Act, 1956.

The primary role of the Audit Committee is:

i To oversee the Company`s Financial Reporting process and disclosure of financial information.

ii  To review the financial statements, adequacy of internal control systems and periodic audit reports.

iii To recommend to the Board the matters relating to the financial management of the Company.

iv  To recommend appointment / re-appointment of Statutory Auditors and fixation of their remuneration.

v To hold discussions with Statutory Auditors periodically.

The Statutory Auditors of the Company are invited to attend Audit Committee Meeting, to discuss and review the Quarterly / Half yearly unaudited results, Annual Audited Accounts, Internal Audit, matters relating to the Compliance with Accounting Standards, auditor`s observations arising from the audit of the Company`s accounts and other related matters.

b. Shareholders / Investors Grievance Committee

The Committee reviews all matters connected with the physical securities transfer. The Committee also looks into redressal of Shareholders Complaints related to securities of the Company.

There were no investor`s compliant pending as on 31/03/2015.

c. Management Remuneration Committee

The terms of reference of the Remuneration Committee is to determine, review and recommend the Company`s policy on specific remuneration packages. The recommendations of the Committee are put up to the Board of Directors and Shareholders of the Company.

The remuneration Committee met once in the year on April 21, 2015

5. DISCLOSURES

There are no materially significant related party transactions, which have the potential to conflict with the interest of the Company at large.

6. CODE OF CONDUCT

The Company has formulated and implemented a Code of Conduct for all Board members and Senior management of the Company which is in compliance with Clause 49 (1) (D) of Listing Agreement.

7. MEANS OF COMMUNICATION

The quarterly, half yearly and yearly financial results of the Company are sent to the Bombay Stock Exchange immediately after they are approved by the Board and these are published in the leading newspapers.

8. GENERAL SHAREHOLDER INFORMATION:

a. 32ndAnnual General Meeting will be held on June 20, 2015 at 02.00 P.M. at the registered Office at 6/A-2, Court Chambers, 35, New Marine Lines, Mumbai – 400 020.

b. The Company`s Financial Year begins on 1st April and ends on 31st March

c. Financial Calendar:

Results for the Quarter Tentative Date

Results for Quarter ending June, 2015 Second Week of August, 2015

Results for Quarter ending September, 2015 Second week of November, 2015

Results for Quarter ending December, 2015 Second week of February, 2015

Results for Quarter ending March, 2016 Fourth week of May, 2016

d. Date of Book Closure:

15/06/2015 to 20/06/2015

e. Listing on Stock Exchanges

Only on Bombay Stock Exchange

f. Stock Code:

The Stock Exchange Code, Mumbai: 511000

Bombay Stock Exchange of India Ltd: MADHUSE

Demat ISIN No. in NSDL& CDSL: INE856D01011

g. Registrar and Transfer Agents:

M/s. Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (W),Mumbai – 400 078.

Email: mumbai@linkintime.co.in  Tel No.: 022 2596 3838

h. Address for Correspondence

MADHUSUDAN SECURITIES LIMITED

6/A-2, Court Chambers,35, New Marine Lines,Mumbai – 400 020.

Tel No.: 022 22009290 Email – mslsecurities@yahoo.com

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

MR. SALIM P. GOVANI

CHAIRMAN

Place: Mumbai

Dated: 25th May, 2015