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MEUSE KARA & SUNGRACE MAFATLAL LTD. (Formerly Known as Bio Green Industries Limited)

27TH ANNUAL REPORT 2011-12

If undelivered, please return to :

MEUSE KARA & SUNGRACE MAFATLAL LTD.

(Formerly Known as Bio Green Industries Limited) Registered Office : C-24, SHUBDHA CHS, SIR POCHKHANWALA ROAD, WORLI, MUMBAI - 400 030.


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

CORPORATE INFORMATION BOARD OF DIRECTORS Mr. Velamala Jagdish Mr. Amrut Shah Mr. K. Ramakrishna Reddy* Mr. Ghanshyam Misra Mr. Arvind Shah* Mr. Jiten Shah Mrs. Kavya Singh Mr. Madhav Agarwal Mr. Vijay Bhagat

Non-Executive, Promoter Director Non-Executive, Promoter Director Independent Director (*resigned w.e.f. 24th January 2012) Independent Director Independent Director (*resigned w.e.f. 13th January 2012) Managing Director (w.e.f 21st September 2011) Non-Executive Director (w.e.f.26th December 2011) Independent Director (w.e.f. 13th January 2012) Independent Director (w.e.f. 24th January 2012)

Auditors Durgesh Kabra & Co. Chartered Accountants Mumbai Company Secretary Gauri G. Kothekar Bankers Central Bank: Bandra-Kurla Complex ING Vysya Bank: Dadar

Registered Address

Registrars

Office No. 24, Shubhadha Building , 1st Floor, Near RTO office, Sir Pochkanwala Road, Worli, Mumbai -400030 Maharashtra Tel : 022-24967999 Fax : 02224967999 Email : info@karasmafatlal.com Website : www.karasmafatlal.com

Sharex Dynamic (India) Pvt. Ltd. Unit-1, Luthra Industrial Premises 1st Floor, Safed Pool Andheri Kurla Road Andheri (E)- 400072 Tel : 28515606,28515644 Fax : 28512885 Email : sharexindia@vsnl.com Website : www.sharexindia.com

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

NOTICE Notice is hereby given that the Twenty Seventh Annual General Meeting of the Members of Meuse Kara & Sungrace Mafatlal Limited (Formerly known as Bio Green Industries Limited) will be held on Friday, 28th September, 2012 at 10.00 am at Victoria Memorial School for the Blind,73, Tardeo Road, Opp. Film Centre, Tardeo, Mumbai – 400 034 to transact the following business: ORDINARY BUSINESS: 1.

To receive, consider and adopt the Audited Balance Sheet as at 31st March 2012 and Statment of Profit and Loss Account for the year ended on that date and the Schedules together with the Reports of the Directors and Auditors thereon.

2.

To re-appoint Mr. Velamala Jagdish who retires by rotation and being eligible, offers himself for re-appointment.

3.

To reappoint Mr. Amrut Shah, who retires by rotation and being eligible, offers himself for re-appointment.

4.

To appoint Auditors of the Company to consider and if thought fit to pass with or without modifications, the following resolution as an Ordinary resolution :

“RESOLVED THAT M/s DMKH & Co., Chartered Accountants, Mumbai, having Firm Registration no. 116886W, be and are hereby appointed as Statutory Auditors of the Company to hold office from the conclusion of this Meeting till the conclusion of the next Annual General Meeting and that the Board of Directors be and is hereby authorized to fix their remuneration for the period.” SPECIAL BUSINESS: 5.

Borrowings Powers:

a)

To consider and, if thought fit, to pass with or without modification, if any, the following resolution as an ORDINARY RESOLUTION: “RESOLVED THAT pursuant to section 293(1)(d) and other applicable provisions of the Companies Act,1956, consent of the members of the Company be and is hereby accorded to the Board of Directors to borrow from time to time, any sum or sums of money for the purpose of the Company upon such terms and conditions and with or without security as the Board of Directors may in its discretion think fit, notwithstanding, that the money or monies to be borrowed by the company (apart from the Company’s Bankers in the ordinary

2


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

course of business) together with the money already borrowed, may exceed the aggregate of the Paid-up share Capital of the Company and its free reserves that is to say, reserves not set apart for any specific purpose(s), provided however that the money or monies to be borrowed by the Company shall not at any time exceed Rs. 300 Crores. RESOLVED FURTHER THAT any of the Directors of the Company is authorized to do all such acts, deeds and things as may necessary and includes to sign any document, deeds, applications and papers as may be incidental and necessary to give effect to above resolution..�

Date: 14th August, 2012

By Order of the Board of Directors

Place: Mumbai Sd/Chairman

Registered office: Office No. 24, Shubhadha Building, 1st Floor, Near RTO office, Sir Pochkanwala Road, Worli, Mumbai -4000300 Maharashtra

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

NOTES 1.

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY TO BE EFFECTIVE, SHOULD BE LODGED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2.

Members who hold shares in dematerialized form are requested to write their client ID and DP ID Nos. and those who hold shares in Physical form are requested to write their Name & Address.

3.

The Register of Members and Share Transfer Books of the Company will remain closed from Monday, 24th September, 2012 to Friday, 28th September, 2012(both days inclusive) for the purpose of AGM.

4.

Members are requested to: I.

Write to the Company at least 7 days before the date of the meeting, in case they desire any information as regards the Audited Accounts for the financial year ended 31st March 2012, so as to enable the Company to keep the information ready.

II.

Bring their copy of the Annual report and the Attendance Slip at the Annual General Meeting.

III.

Intimate to the Registrar & Transfer Agent (R&TA) of the Company immediately, about any change in their addresses, where the shares are held in electronic form such changes is to be informed to the Depository Participant (DP) and not to the Company/R&TA.

IV.

Quote Registered Folio Number or DP ID/Client ID in all the correspondence.

V.

Approach the R&TA of the company for consolidation of folios.

VI.

Avail of nomination facility by filling in and forwarding the nomination form to the R&TA, if not already done.

VII.

Send all Share Transfer Lodgments (physical mode)/correspondence to the R&TA of the Company to M/s Sharex Dynamics (India)Pvt. Ltd, Unit No.,1,luthra Ind. Premises, Andheri-Kurla Road, Safed Pool, Andheri (East) Mumbai - 400072 up to the date of book Closure.

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

5.

Members/Proxies are requested to bring the Attendance Slip duly filled up for attending the meeting.

6.

Corporate Members are requested to forward a certified copy of the Board resolution authorizing their representatives to attend and vote at the Annual General Meeting.

7.

The Company has listed its shares at the Bombay Stock Exchange Limited. The listing fees, till date, have been paid.

Details of the Directors seeking re-appointment in the forthcoming Annual General Meeting (in pursuance of Clause 49 of the Listing Agreement)

Name of Director Date of Birth Date of Appointment Expertise in specific functional areas

Mr. Velamala Jagdish Mr. Amrut Shah 01/05/1965 30/08/1961 28/04/2008 12/04/2010 (28/06/2006) Having wide experience in Having last 30 years of experience handling Business, the Technical Field. He is backbone of the Company.

Qualifications B.E. Directorship held in other 1. Bio public companies Limited (excluding foreign companies)

SSC Papers 1. Sundaram Multi Pap Limited 2. Sundaram Recycling Limited 3. E-class Education Limited (Formerly known as Sundaram 1 Edusys Pvt. Ltd.) Membership/Chairmanship Membership in Audit Nil of Committees of other Committee, Investors’ public companies Grievance Committee and (includes only Audit Remuneration Committee Committee and Shareholders’/Investors’ Grievance Committee)  Green

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

EXPLANATORY STATEMENT PURSUANT TO SECTION 173 OF THE COMPANIES ACT, 1956 ITEM NO. 5. As per the provisions of Section 293(1)(d) of the Companies Act, 1956, the Board of Directors of a Public Company cannot borrow money (apart from temporary loans obtained from the Company’s Bankers in the ordinary course of Business) in excess of the Company’s Paid- up Capital and Free Reserves (i.e reserves not set apart for any specific purpose) without the consent of the shareholders in the General Meeting A general authority is required to be obtain from the Members to meet day-to-day working requirements of the Company Thus the resolution set out at item no. 5 of special business of the notice is put forth for consideration of the members as a Special Resolution. None of the Directors of the Company are in anyway concerned or interested in said resolution.

Date: 14th August, 2012

By Order of the Board of Directors

Place: Mumbai Sd/Chairman

Registered office: Office No. 24, Shubhadha Building, 1st Floor, Near RTO office, Sir Pochkanwala Road, Worli, Mumbai -4000300 Maharashtra

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

DIRECTORS’ REPORT AS AT 31st MARCH 2012 To, The Members, The Directors’ have pleasure in presenting the Twenty Seventh Annual Report of the Company and the Audited Statements of Accounts for the year ended 31st March 2012. 1.

FINANCIAL HIGHLIGHTS: The main Financial Highlights of the Company are given below.

Particulars Total Income Profit/Loss before Interest, Deprication and Tax Less: Interest and Financial Cost Profit/Loss before Deprication and Tax Less: Deprication Deferred Tax Profit/Loss after Tax Add: Balance brought forward from earlier years Less: Appropriations Balance carried forward to Balance sheet 2.

As on 31/03/2012 (Rs.)

As on 31/03/2011 (Rs.)

517688562 10862653

116,744,285 5464036

—10862653

—5464036

404934 63548 7162735

130110 —5333926

172852306

167518380

—180015041

—172852306

REVIEW OF OPERATIONS:

The Company’s Management has decided to change its existing line of business to “Garment Business” and main objects clause of Memorandum of Association of the Company permits to trade and deal in textile yarns, cloth, garments; to reflect this new object Company’s name has changed from “Bio Green Industries Limited” to “Meuse Kara & Sungrace Mafatlal Limited”. Our Company has stopped harvesting of Jatropha Seed and is fully concentrating in the Garment Business. During the month of March, the acquirer, Mrs. KavyaAmitDigvijay Singh has acquired 5,67,450 Shares to the tune of 24,67,450 and triggered the takeover code.

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

Thus, in the month of March there was a total turnover of Rs.52 crores approximately. The entire turnover relates to selling of cloth and garments. 3.

DIVIDEND: In order to conserve the financial resources, your Directors do not recommend any dividend for this financial year.

4.

DIRECTORS: Mr. V. Jagdish and Mr. Amrut P. Shah, who retires by rotation and being eligible, offer themself for re-appointment.

5.

AUDITOR’S REPORT: The observations made in the Auditors’ Report are self-explanatory and therefore do not call for further comments under Section 217 of the Companies Act, 1956.

6.

AUDITORS: M/s. DMKH & Co, Chartered Accountants, Mumbai, Auditors of the Company hold office until the conclusion of ensuing Annual General Meeting. The Company has received certificate from his Auditors to the effect that their re-appointment, if made, would be within prescribed limit under section 224 (1B) of The Companies Act, 1956.

7.

CORPORATE GOVERNANCE: The Company has been proactive in following the principles and practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements of the Stock Exchanges are complied with. As per Clause 49 of the Listing Agreement, a Report on Corporate Governance, together with Management Discussion and Analysis and Certificate from the Company’s Auditor form part of this Report.

8.

DEPOSITORIES: The Company is registered with both National Securities Depository Limited and Central Depository Services (India) Limited. The shareholders can take advantage of holding their scripts in dematerialized mode.

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

9.

PERSONNEL: There was no employee employed during the year or part of the year drawing remuneration, which falls within the purview of the provisions of section 217(2A) of the Companies Act, 1956. Therefore the statement for the same is not attached.

10.

FIXED DEPOSITS: The Company has not accepted fixed deposits from public during the year under review.

11.

INSURANCE: All the assets of the Company wherever necessary and to the extent required have been insured.

12.

STATUTORY DISCLOSURES: None of the Directors of your Company is disqualified as per provision of Section 274(1)(g) of the Companies Act, 1956. Your Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

13.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE: The information as required under section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings is given below: A.

Conservation of Energy: The Company is not covered under the list of specified industries and hence the disclosures under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, as regards Conservation of Energy is not applicable.

B.

Technology Absorption Adaptation and Innovation: The Company is not covered under the list of specified industries and hence the disclosures under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, as regards Technology Absorption Adaptation and Innovation is not applicable.

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

C.

14.

Foreign Exchange Earnings and Outgoings: Foreign Exchange Earnings

: Nil

Foreign Exchange Outgoings

: Nil

DIRECTORS RESPONSIBILITY STATEMENT: In Compliance of Section 217 (2AA), as incorporated by the Companies (Amendment) Act, 2000 in the Companies Act, 1956 your Directors confirm that:

15.

(a)

The Company has followed the applicable standards in the preparation of the Annual Accounts and there had been no-material departure.

(b)

The Directors had selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 of the Company for the aforesaid period.

(c)

The Directors have taken proper and sufficient care for 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.

(d)

The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGMENTS: The Board of Directors expresses their deep gratitude for the co-operation and support extended to your Company by its customers, Bankers and various Government agencies and looks forward to their continued cooperation.

For and on behalf of the Board

Date: 14th August, 2012 Place: Mumbai

Sd/Chairman

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

MANAGEMENT DISCUSSION AND ANALYSIS Your Company has VENTURED in the field Garment Retail, after an in-depth study of the present market. Our has revealed that a few more new players can also be absorbed by the market, if Best quality garments are provided at an affordable price. The company is fortunate enough to get associated with a reputed textile brand SUNGRACE MAFATLAL on an exclusive basis. This brand carries TRUST in the Indian Textile Market. The start our dealings with the textile segment, the company has started with trading in fabric, even at a thin margin. And simultaneously, the company is developing the retail network for the garments. The company’s products will be sold through Company owned Stores, Franchisee outlets and also through Multi Brand Outlets. The Company did a Test Launch show in “Dubai|” with famous Bollywood actress Neha Dhupia, which got very encouraging response. Now, the company has almost completed initial exercise to develop franchisees and the First launch will be from the states of Uttar Pradesh and Jharkhand and Bihar. Details regarding Open Offer: Open Offer by Mrs. Kavya AmitDigvijay Singh having address at Duplex No.3, C Wing, Durgesh Residency, Gangapur Road, Anandvali, Nasik – 422013 to acquire 20,80,910 fully paid up Equity Share of Rs. 10/- each representing 26% of the total paid up Equity Share Capital of the Company. This Offer is being made by the Acquirer pursuant to Regulations 3(1)&4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (‘Regulations’) to the Equity Shareholders, other than the Promoters and the Acquirer of Meuse Kara &Sungrace Mafatlal Limited (formerly known as Bio Green Industries Limited) The Acquirer had acquired 19,00,000 Equity shares of Rs.10/- each representing 23.74% of the issued, subscribed, paid up and voting share capital of the Target Company on 13th March 2012 vide Share Purchase Agreement. (the ‘Agreement’ or the ‘SPA’) dated 12th March, 2012 for a consideration of Rs.10/- per Share (Negotiated Price) and has further acquired 5,67,450 Equity Shares of Rs.10/- each representing 7.09% of issued, subscribed, paid up and voting share capital of the Target Company on April 2nd, 2012 vide another Share Purchase Agreement. (the ‘Agreement’ or the ‘SPA’) dated 29th March, 2012 for a consideration of Rs.10 per share (Negotiated Price) from the existing Promoters of the Target Company (hereinafter referred to as ‘Seller’). The Open Offer Application has been delivered on 14th August 2012 to all shareholders as on Identified Date i.e 7th August 2012. For and on behalf of the Board Date: 14th August, 2012 Place: Mumbai

Sd/Chairman

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

CORPORATE GOVERNANCE 1.

Company’s Philosophy on Code of Governance Meuse Kara & Sungrace Mafatlal Limited (Formerly known as Bio Green Industries Limited) philosophy on corporate governance envisages the attainment of the highest levels of transparency, accountability and equity, in all facets of its operations, and in all its interactions with its Shareholders, Employees, and the Government. Meuse Kara & Sungrace Mafatlal Limited believes that all its operations and actions must serve the underlying goal of enhancing overall Shareholder value, over a sustained period of time.

2.

Board of Directors Composition and category of Directors is as follows:

Sr. No.

1

Name

Mr. Velamala Jagdish

Classification No. of No. of of the Board Directorships Director held in other Meetings companies* Attended

Promoter, Non-executive Director

Attended Last AGM

No. of Memberships / Chairmanships held on committees of other Companies

1

14

Yes

Membership in Audit Committee, Investors’ Grievance Committee.

3

14

Yes

2

Mr. Amrut Shah

Promoter, Non-executive Director

3

Mr. Jiten Shah (Appointed w.e.f. 21/09/2011)

Managing Director

NIL

10

4

Mrs.Kavya Singh (Appointed w.e.f. 26/12/2011)

Executive Director

NIL

7

5

Mr. Ghanshyam Mishra

Independent Director

NIL

14

Yes

6

Mr.K.Ramakrisha Independent Reddy(Resigned Director w.e.f. 24/01/2012)

NIL**

10

Yes

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

Sr. No.

Name

Classification No. of No. of of the Board Directorships Director held in other Meetings companies* Attended

Attended Last AGM

No. of Memberships / Chairmanships held on committees of other Companies

7

Mr. Arvind Shah (Resigned w.e.f. 13/01/2012)

Independent Director

NIL**

9

Yes

8

Mr. Vijay Bhagat (Appointed w.e.f. 24/01/2012)

Independent Director

NIL

5

9

Mr. Madhav Agarwal (appointed w.e.f. 13/01/2012)

Independent Director

NIL

6

Mr. Velamala Jadish was the Chairman of the meetings till 11.02.2011, then Mr. Madhav Agarwal is Chairman of the meeting. During the year under review, the Board of Directors of the Company met 14 times on

14.05.2011 12.08.2011 24.08.2011 29.08.2011 21.09.2011 12.10.2011 11.11.2011 26.12.2011 13.01.2012 24.01.2012 03.02.2012 11.02.2012 16.02.2012 16.03.2012  Mr. Velamala Jadish was the Chairman of the meetings till 11.02.2011, then Mr. Madhav Agarwal is Chairman of the meeting. During the year under review, the Board of Directors of the Company met 14 times on 14.05.2011 12.08.2011 24.08.2011 29.08.2011

21.09.2011

12.10.2011

11.11.2011

26.12.2011 13.01.2012 24.01.2012 03.02.2012

11.02.2012

16.02.2012

16.03.2012

as against the minimum requirement of 4 meetings. The maximum time gap between any two meetings was not more than four calendar months. *Number of other Directorship held by the Directors, as mentioned above, do not include alternate directorships and directorships held in foreign companies, Section 25 of the Companies Act, 1956 and Indian Private Limited companies and are based on the latest declarations received from the Directors.

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

**The details of Number of Directorships held in other companies with respect to Mr. K.Ramakrisha Reddy & Mr. Arvind Shah are as on the date of the Resignation. Details of Directors being reappointed: As per the Companies Act, 1956 two third of the directors should be retiring Directros one third of the Directors are required to retire every year and if eligible, these Directors qualify for reappointment. Accordingly, Mr. VelamalaJagdish and Mr. Amrut P. Shah retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment. Mr. VelamalaJagdish, aged 47 years is a B.E. with a vast experience in the Technical Field. Mr. Amrut P. Shah, aged 51 years and having 30 years’ experience in business.

3.

Audit Committee A)

Constitution of Audit Committee: 1st April 2011 to 24th January 2012: Audit Committee Members were: Mr. G. K Misra

Chairman (Independent Director)

Mr. Kona Ramakrishna Reddy

Member

Mr. V. Jagdish

Member (Promoter Director)

Mr. Arvind P. Shah

Member

(Independent Director) (Independent Director)

From 25th January 2012 onwards: Audit Committee Members were:

B)

Mr. Madhav Agarwal

Chairman (Independent Director)

Mr. G. K Misra

Member

(Independent Director)

Mr. Vijay Bhagat

Member

(Independent Director)

Meetings: The total number of meetings held during the year was four. 14.05.2011

12.08.2011

11.11.2011

11.02.2012

The constitution of Committee also meets with the requirements under Section 292A of the Companies Act, 1956. The terms of reference of the Audit Committee are as contained in the Clause 49 of the Listing Agreement. 4.

Remuneration Committee Mr. Ghanshyam Misra

Chairman

Mr. Velamala Jagdish

Member

Mr. Arvind Shah

Member

The Remuneration Committee has been constituted to recommend/ review the remuneration package of the Directors based on performance and defined criteria. The remuneration policy is

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

directed towards rewarding performance, based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing Industry practice. During the year, 1 (one) meeting was held on 21.09.2011. Details of remuneration paid to the Directors for the year. The aggregate value of salary, perquisites, and commission paid for the year ended 31st March 2011, to Directors is NIL The Company does not pay sitting fees to any Director. 5.

Shareholders’ / Investors’ Grievance Committee A)

Constitution of Shareholders’ / Investors’ Grievance Committee: 1st April 2011 to 24th January 2012: Shareholders’/ Investor’s Grievance Committee Members was: Mr. Ghanshyam Misra

Chairman (Independent Director)

Mr. Kona Ramakrishna Reddy

Member

(Independent Director)

Mr. Velamala Jagdish

Member

(Promoter Director)

From 25th January 2012 onwards:

B)

Mr. Madhav Agarwal

Chairman (Independent Director)

Mr. Ghanshyam Misra

Member

(Independent Director)

Mr. Vijay Bhagat

Member

(Independent Director)

Meetings: The total number of meetings held during the year was four on 14.05.2011

12.08.2011

11.11.2011

11.02.2012

The Company received NIL investor complaints during the year. 6.

General Body Meetings (a)

Location and place of last three Years General Meeting Year 2008-09

Location At Regd Office

Date 30.09.2009

15

Time 11.00 a.m.


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

2009-10

At HotelSolitaire, NewSanjayNagar, 20.17.2010

11.00 a.m.

AirportColony, Andheri(E), Mumbai400

2010-11 (b)

At Regd Office

09.11.2011

10.00 a.m.

At Regd Office

03.03.2012

10.00 a.m.

During the financial year, the company has not obtained any resolution by way of postal ballot in terms of Section 192A of the Companies Act, 1956.

The following are the particulars of the Special Resolution passed in the previous three Annual General Meeting and in one Extra Ordinary General Meeting: Date 30.09.2009 31.12.2010

Particulars The Company passed a Special Resolution in accordance with the section 81(1A) & other applicable provisions for further issue of shares for implementing the growth plan of the company.

20.07.2010

To approve the scheme of Demerger of Meuse Kara &Sungrace& Mafatlal Limited (Formerly known as Bio Green Industries Limited) and its wholly owned subsidiary Company; Bio Green Papers Limited

09.11.2011

To appoint Mr. Jiten T. Shah as a Managing Director of the Company

03.03.2012

Toapproved the change in the name of the Company from Bio Green Industries Limited to Meuse Kara &Sungrace Mafatlal Limited

7.

8.

9.

Disclosures a) There were no material transactions between the Company and its Directors or Management or their Relatives that have any potential conflict with interests of the Company at large. Transactions with related party are disclosed elsewhere in the Annual Report. None of the transactions have potential conflict with interest of the company at large. b) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or any statutory authority, on any matter related to capital markets, during the last three years – None. Means of communication The Company has promptly reported all information including declaration of Quarterly Financial Results to the Stock Exchange where the stocks of the Company are listed. The Company also publishes the Audited / unaudited financial results in Free Press Journal, English Newspaper and in Navshakti Marathi Newspaper. CEO/CFO CERTIFICATION: The Managing Director of the Company, have submitted a Certificate to the Board regarding the Financial Statements and other matters as required under Clause 49(V) of the Listing Agreement

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

10. 9.1

9.2

9.3 9.4 9.5 9.6

9.7

General Shareholder Information Annual General Meeting

28/09/2012 at 10.00 a.m. At Regd Office of the Company at Kalina Motor Compound,Kurla Kalina Road, Kalina, Mumbai 400029 Financial Calendar Annual General Meeting: 28.09.2012 Result of First Quarter Second week of August 2011 Second Quarter Second week of Nov 2011 Third Quarter Second week of Feb 2012 Result of fourth quarter Third week of May 2012 Book Closure date : 24/09/2012 to 28/09/2012 (Both Days Inclusive) Dividend payment date : N.A Dividend payment date : N.A Listing of Equity Shares : B S E Ltd, Mumbai Listing fees are paid fron BSE Ltd. for the financial year 2011-12. (a) Stock Code : BIOGREEN 512253 (b) Demat ISIN Numbers in NSDL & CDSL : INE 756D01013 For Equity Shares. Stock Market Data Company

Month 30st April,2011 31st May ,2011 30th June,2011 31st July,2011 31st August,2011 30th September,2011 31st October,2011 30th November,2011 31st December,2011 31st January,2012 28th February, 2012 31st March, 2012

High 8

Low 5.52

Index (SENSEX) High Low No. of Shares 126801 19,811.14 18,976.19

7.52

4.25

116258

19,253.87

17,786.13

5.79

4.15

58121

18,873.39

17,314.38

6.29

4.77

56111

19,131.70

18,131.86

5.08

3.22

73269

18,440.07

15,765.53

4.1

3.44

31462

17,211.80

15,801.01

4.71

3.35

13836

17,908.13

15,745.43

5.15

3.95

11908

17,702.26

15,478.69

5

3.93

57244

17,003.71

15,135.86

8.55

5.25

139999

17,258.97

15,358.02

12.15

8.5

194571

18,523.78

17,061.55

14.93

10.65

405910

18,040.69

16,920.61



17


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

Registrar and Transfer Agents: Sharex Dynamics (India) Pvt. Ltd (Share transfer and communication regarding Unit.no.1, Luthra Industrial Premises, share certificates, dividends and change of Andheri-Kurla Road, Safed Pool, address) Andheri (E), Mumbai - 400 072  Share Transfer System as per listing agreement and Companies Act, 1956 9.8

Category of Shareholders as on 31st March, 2012

Category

No. of Shares held

% of Holding

A. PROMOTER’S HOLDING 1 PROMOTERS Indian Promoters Foreign Promoters 2 Person acting in Concert Sub Total

955863 0 0 955863

11.943 0 0 11.94

B. NON PROMOTER’S HOLDING 3 INSTITUTIONAL INVESTORS a Mutual Funds and UTI b Banks, Insurance Companies, Financial Institutions, Central/State Govt.Inst/Non Govt. Inst c Foreign Institutional Investors Sub Total

0 0

0 0

0 0

0 0

4. OTHERS a Private Corporate Bodies b Indian Public c NRI’s / OCB’s d Any Other: Clearing Member Sub Total GRAND TOTAL

1210543 5775015 19919 42160 7047637 8003500

15.125 72.156 0.248 0.527 88.06 100



18


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

9.9

Distribution of Share Holding as on 31.03. 2012

SHARE OR DEBENTURE HOLDING OF NOMINAL VALUE OF

SHARE/DEBENTURE HOLDERS

SHARE/DBENTURE AMOUNT

Rs. Upto

5000

Number 1521

%of Total 68.08

In Rs. 3041870.00

% to Total 3.80

10,000

312

13.97

2748600.00

3.43

-

5,001

-

10,001

-

20,000

142

6.36

2244300.00

2.80

20,001

-

30,000

58

2.60

1503510.00

1.88

30,001

-

40,000

35

1.57

1264860.00

1.58

40,001

-

50,000

29

1.30

1397630.00

1.75

50,001

-

1,00,000

60

2.69

4489410.00

5.61

1,00,001 and above

77

3.45

63344820.00

79.15

TOTAL

2234

100.00

80035000

100.00

 9.10 Dematerialization of Shares: Trading in Equity Shares of the Company is permitted only in dematerialized form. As of 31st March, 2012, 98.50% are in dematerialized form. 9.11 (i) Investor Correspondence For transfer/ dematerialization of shares:

Sharex Dynamics (India) Pvt. Ltd

payment of dividend on shares, interest

Unit.No.1 Luthra Industrial Premises,

and redemption of debentures, and

Andheri-Kurla Road, Safed Pool,

any other query relating to the shares

Andheri (E), Mumbai -400 072.

and debentures of the Company. (ii) Any other query

Meuse Kara & Sungrace Mafatlal Limited (Formerly Bio Green Industries Limited) Office no. 24 Shubhadha Building 1st Floor Near RTO office, Sir Pochkanwala Road, Worli, Mumbai -400030, Maharashtra

19


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

11. CODE OF CONDUCT The Board of Directors of the Company has laid down the code of conduct for all the Board Members and the Senior Management of the Company and the same has been posted on the website of the Company; www.karasmafatlal.com, in the compliance with the provisions of Listing Agreement with the Stock Exchanges. All the Board Members and Senior Management Personnel of the Company have affirmed compliance with the applicable code of conduct for the year ended 31st March, 2012. The declaration from Mr. Jiten T. Shah, Managing Director, regarding the affirmation of the compliance for the year ended 31st March, 2012, is enclosed and forms part of this report. 12. OTHER REQUIREMENTS: The Company is yet to adopt the non-mandatory requirements like sending of the half yearly financial performance including summary of significant events in past six months to shareholders, restricting the tenure of the Independent Directors in the aggregate to a period of nine years on the Board of the Company, unqualified financial statements, training of Board Members, mechanism of evaluation of Non-Executive Board Members and Whistle Blower Policy would be complied with at an appropriate time later. The Board is taking guidance from Non-Mandatory requirement as mentioned in Corporate Governance. It is always an endeavor of the Board to implement the suggestion of the non-mandatory requirement.

Declaration from the Managing Director & CEO (Under clause 49(D)(ii) of the Listing Agreement) As provided under Clause 49 of the Listing Agreement with the Stock Exchange, the Board Members and the Senior Management Personnel have affirmed compliance with the Company’s Code of Conduct for the year ended 31st March, 2012.

Jiten T. Shah Sd/Managing Director Mumbai on this 14th Day of August 2012

20


DMKH & CO. CHARTERED ACCOUNTANTS C-9, Sanjay Apartments, Near Gokul Hotel, SVP Road, Borivali (W), Mumbai - 400 092. E-mail : info@dmkhca.com Website : www.dmkhca.com • Ph.: 022-2891 6494 Fax : 022-28916495

Auditor’s Certificate on Compliance of the conditions of Clause 49 of the Listing Agreement (Corporate Governance) for the year ended 31 st March, 2012. To, The Members, MEUSE KARA & SUNGRACE MAFATLAL LIMITED (Formerly Known as Bio Green Industries Limited) We have examined the compliance of corporate governance by M/S MEUSE KARA & SUNGRACE MAFATLAL LIMITED (Formerly Known as Bio Green Industries Limited)for the year ended 31st March, 2012 as stipulated in Clause 49 of the Listing Agreement of the Company with the Stock Exchange. The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of the Corporate Governance. It is neither as audit nor an expression of opinion on the financial statements of the company. In our opinion and to the best of our information and according to explanations given to us, we certify that the Company has complied with the conditions for Corporate Governance as stipulated in the above mentioned Listing Agreement except for the appointment of a Whole Time Secretary as required under Section 383A of the Companies Act, 1956. We state that none of the Investor Grievances is pending for a period exceeding one month, as at 31st March, 2012 against the Company as per records maintained by the Shareholders/Investors Grievance Committee. We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management of the company has conducted the affairs of the Company. For DMKH & CO. Chartered Accountants FRN. No. 116886W Sd/CA. Durgeshkabra Partner M.No. 044075 Place : Mumbai Date : 3rd September 2012

21


DMKH & CO. CHARTERED ACCOUNTANTS C-9, Sanjay Apartments, Near Gokul Hotel, SVP Road, Borivali (W), Mumbai - 400 092. E-mail : info@dmkhca.com Website : www.dmkhca.com • Ph.: 022-2891 6494 Fax : 022-28916495

AUDITORS’ REPORT To, The Members, MEUSE KARA & SUNGRACE MAFATLAL LIMITED (Formerly Known as Bio Green Industries Limited) 1.

We have audited the attached Balance Sheet of M/S MEUSE KARA & SUNGRACE MAFATLAL LIMITED (Formerly known as Bio Green Industries Limited) as at 31st March 2012, the statement of Profit & Loss and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company’s management. 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 India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial Statements are free of material misstatements. An audit includes examining, on test basis, evidence supporting the amounts and disclosure in the Financial Statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall Financial Statement presentation. We believe that our audit provides reasonable basis for our opinion.

3.

As required by the Companies (Auditor’s Report) Order, 2003 as amended by Companies (Auditor’s Report) (Amendment) Order, 2004, issued by Central Government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4.

Further to our comments in the Annexure referred to above, we state that: We have obtained all the information and explanation which, to the best of our knowledge and belief, were necessary for the purpose of our audit. i.

In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books.

ii.

The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

22


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

iii.

In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956.

iv.

On the basis of written representation received from the directors, as on March 31, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

v.

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 give true and fair view in conformity with the accounting principles generally accepted in India. (i)

In the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2012,

(ii)

In the case of the Statement of Profit & Loss, of the profit for the year ended on that date, and

(iii)

In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For DMKH & CO. Chartered Accountants FRN. No. 116886W Sd/CA. Durgeshkabra Partner M.No. 044075 Place : Mumbai Date : 3rd September 2012

23


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

ANNEXTURE TO THE AUDITORS’ REPORT (Referred to in paragraph 3 of Auditors’ Report of even date on the financial statements as at and for the year ended 31st March, 2012) On the basis of such checks as were considered appropriate and according to the information and explanation given to us during the course of audit, we state that :i. a.

The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b.

The assets have been physically verified by the management in accordance with the phased programme of verification adopted by the Company. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and nature of fixed assets, no material discrepancies have been noticed in respect of assets physically verified during the year.

c.

No substantial part of the fixed assets has been disposed off during the year.

a.

The inventory has been physically verified by the management at reasonable intervals during the year.

b.

In our opinion, the procedures for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c.

The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material.

a.

The Company has not granted loans to any parties covered in register maintained under section 301 of The Companies Act,1956,hencepara (b),(c) & (d) is not applicable to the company

e.

The Company has taken loans from three parties covered in the register maintained under section 301 of The Companies Act, 1956. Maximum amount outstanding during the period is Rs. 2,26,91,264/- and year end balance is also Rs. 2.26,91,264/-

ii.

iii.

24


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

f.

In our opinion, rate of interest and other terms and conditions of loans taken by the Company, are not prejudicial to the interest of the Company.

g.

There are no stipulations as to repayment of principal and interest amount.

iv.

In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

v.

According to the information and explanations given to us, we are of the opinion that the company has not entered into any contracts or arrangements referred to in section 301 of the Companies Act, 1956.

vi.

In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

vii.

The Company does not have a formal system of Internal Audit, but there are adequate checks & controls at all level established by the management.

viii.

According to the information and explanation given to us the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for any of the activities of the company.

ix. a.

The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other material statutory dues applicable to the company with the appropriate authorities. According to the information and explanation given to us, there are no undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

b.

According to the records of the Company, there are no dues of Income Tax, Sales Tax, Service Tax, Customs Duty, Wealth Tax, Excise Duty, Cess which have not been deposited on account of any dispute.

25


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

x.

The Company does not have any accumulated losses as at 31 st March, 2012. The company has not incurred cash losses during the financial year covered by our audit and immediately preceding financial year.

xi.

According to the records of the Company examined by us and the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders as at the Balance sheet date.

xii.

Based on our examination of documents and records and according to the information and explanation given to us, we are of the opinion that the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii.

In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4 (xiii) of the Order are not applicable to the Company.

xiv.

The Company has maintained proper records of the transactions and contracts for dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investment have been held by the company, in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956, and save for certain shares which are either lodged for transfer or held with transfer forms.

xv.

In our Opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year.

xvi.

In our Opinion, and according to the information and explanations given to us, the Company did not have any term loans outstanding during the year.

xvii. According to the information and explanations given to us and on an overall examination of the cash flow statements and balance sheet of the company, in our opinion, the funds raised on short-term basis have, prima facie, not been used for long-term investment. xviii. During the year the Company has not made any preferential allotment of shares to the parties covered and recorded in the register maintained under section 301 of the Companies Act 1956. xix.

According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures.

26


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

xx.

The Company has not raised any money by way of public issue during the year.

xxi.

During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management..

For DMKH & CO. Chartered Accountants FRN. No. 116886W Sd/CA. Durgeshkabra Partner M.No. 044075 Place : Mumbai Date : 3rd September 2012

27


MEUSE KARA & SUNGRACE MAFATLAL LIMITED (Formerly BIO GREEN INDUSTRIES LTD) BALANCE SHEET AS AT 31ST MARCH, 2012 Particulars A 1

Note No.

EQUITY AND LIABILITIES Shareholders’ funds (a) Share capital (b) Reserves and surplus

2

2 3

Non-current liabilities (a) Long-term borrowings (b) Deferred tax liabilities (net) (c) Other long-term liabilities (d) Long-term provisions

3

As at 31 March, 2012 As at 31 March, 2011 ‘in ‘000 ‘in ‘000

80,035.00 180,015.05

80,035.00 172,852.31

260,050.05

252,887.31

27,539.58 63.55 27,603.13

1,228.00 1,228.00

501,371.88 3,231.44 504,603.31 792,256.49

254,115.31

6

2,266.48 22,168.42 24,434.90 -

753.47 22,168.42 22,921.89 -

7 8 9

564,318.79 20,564.86 164,422.41 18,515.53 767,821.60

46,630.23 494.21 163,553.45 20,515.53 231,193.41

792,256.49

254,115.31

4

Current liabilities (a) Short-term borrowings (b) Trade payables (c) Other current liabilities (d) Short-term provisions

5

TOTAL B 1

ASSETS Non-current assets (a) Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress (iv) Intangible assets under development (v) Fixed assets held for sale (b) (c) (d) (e)

2

Non-current investments Deferred tax assets (net) Long-term loans and advances Other non-current assets

Current assets (a) Trade receivables (b) Cash and cash equivalents (c) Short-term loans and advances (d) Inventory

TOTAL The accompanying notes are an integral part of the financial statements

1

In terms of our report attached

For and on behalf of the board

For DMKH & Co. Chartered Accountants

Sd/Kavya Amit Singh Director

Sd/C.A. DURGESH KABRA Partner M. No. 044075

Sd/Jiten T. Shah Director

Sd/Gauri G. Kothekar Company Secretary

Place : Mumbai Date : 03-09-2012

28


MEUSE KARA & SUNGRACE MAFATLAL LIMITED (Formerly BIO GREEN INDUSTRIES LTD) STATEMENT FOR PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2012 Particulars A

CONTINUING OPERATIONS

1

Revenue from operations(gross)

2

Other income

3

Total revenue

4

Expenses (a) Purchases of Stock-in-Trade (b) Changes in inventories of finished goods, work-in-progress and stock-in-trade (c) Employee benefits expense (d) Finance costs (e) Depreciation and amortisation expense (f) Other expenses

Note No.

Profit / (Loss) before exceptional and extraordinary items and tax (3 - 4)

6

Exceptional items

7

Profit / (Loss) before extraordinary items and tax (5 + 6)

8

Extraordinary items

9

Profit / (Loss) before tax (7 + 8)

10

Tax expense: (a) Current tax expense for current year (b) (Less): MAT credit (c) Current tax expense relating to prior years (d) Net current tax expense (e) Deferred tax

11

Profit / (Loss) for the year

12

Earnings per share (of Rs. 10/- each): Basic & duitled

For the year ended 31 March, 2011

‘in ‘000

‘in ‘000

517,688.56

116,744.29

-

-

517,688.56

116,744.29

503,504.33 -

114,336.81 -4,450.36

1,972.19 404.93 1,349.39

130.11 1,393.80

507,230.84

111,410.36

10,457.72

5,333.93

10 6 11

Total expenses 5

For the year ended 31 March, 2012

-

-

10,457.72

5,333.93

-

-

10,457.72

5,333.93

3,231.44 63.55

-

-

3,294.99

-

7,162.74

5,333.93

-

0.89

0.67

The accompanying notes are an integral part of the financial statements

In terms of our report attached

For and on behalf of the board

For DMKH & Co. Chartered Accountants

Sd/Kavya Amit Singh Director

Sd/C.A. DURGESH KABRA Partner M. No. 044075

Sd/Jiten T. Shah Director

Sd/Gauri G. Kothekar Company Secretary

Place : Mumbai Date : 03-09-2012

29


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2012 For the year ended 31 March, 2011

Particulars

Amount A.

Amount

Amount

Amount

Cash flow from operating activities Net Profit / (Loss) before extraordinary items and tax Adjustments for: Depreciation and amortisation Provision for impairment of fixed assets and intangibles Finance costs Interest income Net unrealised exchange (gain) / loss Operating profit / (loss) before working capital changes Changes in working capital: Adjustments for (increase) / decrease in operating assets: Inventories Trade receivables Short-term loans and advances

10,457,720.88

5,333,926.38

404,934.12 -

130,110.00

-

2,000,000.00 -517,688,562.00 -868,962.00

Adjustments for increase / (decrease) in operating liabilities: Trade payables Other current liabilities Other long-term liabilities Short-term provisions Long-term provisions

B.

For the years ended 31 March, 2011

10,862,655.00

5,464,036.38

10,862,655.00

5,464,036.38

-

501,221,763.00 150,113.00

-15,185,648.00

4,450,361.00 -34,877,506.00 489,300.00

3,912,214.00 - -34,926,353.00

Cash flow from extraordinary items Cash generated from operations Net income tax (paid) / refunds

-4,322,993.00 -4,322,993.00 -

-29,462,316.62 -29,462,316.62

Net cash flow from / (used in) operating activities (A)

-4,322,993.00

-29,462,316.62

Cash flow from investing activities Capital expenditure on fixed assets, including capital advances Proceeds from sale of fixed assets Purchase of long-term investments - Others Proceeds from sale of long-term investments - Others Interest received - Others

-4,836,684.00 -1,917,938.00 35,000,000.00

-

Net income tax (paid) / refunds

-1,917,938.00 -

30,163,316.00 -

Net cash flow from / (used in) investing activities (B)

-1,917,938.00

30,163,316.00

30


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2012 (CONTD..) For the yera ended 31 March, 2011

Particulars

Amount C.

Cash flow from financing activities Unsecured loan Proceeds from long-term borrowings Tax on dividend

26,311,583.00 -

For the yera ended 31 March, 2011

Amount

Amount

Amount

-500,000.00 26,311,583.00

Cash flow from extraordinary items

-

-500,000.00

-

-

Net cash flow from / (used in) financing activities (C)

26,311,583.00

-500,000.00

Net increase / (decrease) in Cash and cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the year Effect of exchange differences on restatement of foreign currency Cash and cash equivalents Cash and cash equivalents at the end of the year Reconciliation of Cash and cash equivalents with the Balance Sheet: (a) Cash on hand (b) Cheques, drafts on hand (c) Balances with banks - In current accounts - In deposits accounts

20,070,652.00

200,999.4

494,205.00 -

293,205.00 -

20,564,863.00

494,204.38

1,077,310.00

19,487,554.00 -

See accompanying notes forming part of the financial statements

20,564,864.00

In terms of our report attached

-

For and on behalf of the board

For DMKH & Co. Chartered Accountants

Sd/Kavya Amit Singh Director

Sd/C.A. DURGESH KABRA Partner M. No. 044075

Sd/Jiten T. Shah Director

Sd/Gauri G. Kothekar Company Secretary

Place : Mumbai Date : 03-09-2012

31


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

ACCOUNTING POLICIES AND NOTES FORMING PART OF THE ACCOUNTS NOTE 1 : SIGNIFICANT ACCOUNTING POLICIES : (a)

Corporate Information Brief Business Activity - Trading in Garment Fabric Place of Business C-24, Ground Floor, Shubhdha CHS., Sir Pochkhanwala Road, Worli, Mumbai - 30.

1.

Basis of Preparation of Financial Statements The financial statements have been prepared to comply in all material respects with the accounting standards notified by Companies (Accounting Standards) Rules 2006, (as amended) and the relevant provisions of the Companies Act,1956 (“the Act”). The financial statements have been prepared under the historical cost convention on an accrual basis in accordance with accounting principles generally accepted in India. The accounting policies have been consistently applied by the Company and are consistent with those used in previous year.

2.

Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period. Although these estimates are based upon management’s best knowledge of currentevents and actions, actual results could differ from these estimates.

3.

Revenue recognition Revenue from sale of goods is recognized when significant risk and rewards of ownership are transferred to the customers. Sales are net of sales return and trade discount. Revenue from services is recognized as and when services are rendered and related costs are incurred, in accordance with the terms of the specific contracts. All other income is accounted on accrual basis.Dividend income is accounted on cash basis.

32


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

4.

Fixed Assets (i)

Tangible fixed assets Tangible fixed assets are stated at cost, less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Any trade discounts and rebates are deducted in arriving at the purchase price. Borrowing costs directly attributable to acquisition of fixed assets which take substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use.

(ii)

Intangible fixed assets Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets are amortized on a basis which is estimated to be the useful life of the asset.

5.

Depreciation Depreciation has been provided on Straight Line Method at the rates and in the manner prescribed in Schedule XIV of the Companies Act, 1956 on pro-rata basis from the date assets have been put to use.

6.

Impairment of assets Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized in accordance with Accounting Standard-28 “Impairment of Assets”, for the amount by which the asset’s carrying amount exceeds its recoverable amount as on the carrying date. The recoverable amount is higher of the asset’s fair value less costs to sell vis-à-vis value in at the lowest levels for which there are separately identifiable cash flows.

7.

Investments Long term investments are stated at cost. Provision for diminution in the value of long term investments is made only if such decline is of a permanent nature. Current investments are carried individually, at the lower of cost and fair value. Costs of investments include acquisition charges such as brokerage, fees and duties.

33


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

8.

Inventories Inventories are valued at cost or net realizable value whichever is lower.

9.

Taxation Provision for current tax is made as per the provisions of the Income-tax Act, 1961. Deferred tax for the year is recognized on timing difference, being the difference between taxable incomes and accounting income that originates in one period and is capable of reversal in one or more subsequent periods. The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognized using the tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets are recognized only to the extent there is a reasonable certainty that the assets can be realized in future, however when there is unabsorbed depreciation or carry forward loss under taxation laws, deferred tax assets are recognized only if there is a virtual certainty of realization of such assets.

10.

Provision, Contingent Liabilities and Contingent Assets Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the Notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

(l)

Retirement Benefits Liabilities in respect of bonus, gratuity, retirement benefit & leave encashment is being accounted for on cash basis.

(m)

Earnings per share The earnings considered in ascertaining the company’s EPS comprise of the net profit after tax as per Accounting Standard 20 on “Earnings Per Share”, issued by the Institute of Chartered Accountants of India. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the period. The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effects of potential dilutive equity shares unless the effect of the potential dilutive equity shares is anti-dilutive.

34


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

(n)

Cash flow statement Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

35


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

NOTES FORMING PART OF FINANCIAL STATEMENTS NOTE 2 : SHARE CAPITAL As at 31 March, 2012 Particulars

(a) Authorised: 11000000 Equity Shares of Rs. 10/- each (Previous year 11000000 Equity Shares of Rs 10/- each) (b) Issued, subscribed and fully paid-up shares: 8003500 Equity Shares of Rs. 10/- each fully paid up (Previous Year 1,892,200 Equity Shares of Rs. 10/- each) Total Issued, subscribed and fully paid-up shares

As at 31 March, 2011

Number of shares (In Thousands)

(Rs. In 000')

Number of shares (In Thousands)

(Rs. In 000')

11,000.00

110,000.00

11,000.00

110,000.00

8,003.50

80,035.00

8,003.50

80,035.00

8,003.50

80,035.00

8,003.50

80,035.00

(a) Reconciliation of the Shares outstanding at the beginning and end of the reporting year As at 31 March 2012 Number of shares (In Thousands)

As at 31 March 2011

‘in ‘000

Number of shares (In Thousands)

‘in ‘000

Equity Shares At the beginning of the year Issued during the year

8,003.50 -

80,035.00 -

8,003.50 -

80,035.00 -

Outstainding at the end of the year

8,003.50

80,035.00

8,003.50

80,035.00

(b) Shares held by each shareholder holding more than 5% of equity share capital: Name of the Shareholder

Number of shares

Shares as a percentage of total number of share

As at 31 March 2012 Firstcall India Equity Advertisor PRI Kavya Amit Digvijay Singh Total

(c)

[ 5% & above ]

Number of shares

Shares as a percentage of total number of share

As at 31 March 2011

850,000

10.62%

1,900,000

23.74%

2,750,000

34.36%

850,000 850,000

10.62% 10.62%

Terms/rights attached to equity shares The Company has only one class of equity shares having a par value of Rs.10 per share.Each holder of equity shares is entitled to one vote per share. The Company decleres and pays dividend in Indian Rupees. The dividend proposed by the Board of directors is subject to the approval of the shareholders in ensuing Annual General Meeting. In event of liquidation of the Company,the holders of equity shares would be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The Distribution will be in proportion to the number of equity shares held by the shareholders.

36


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

NOTE 3 RESERVES AND SURPLUS Particulars

(a) Statutory Reserves Opening balance Add: Premium on share issued during the year Closing balance (a) Securities Premium account Opening balance Add: Premium on shares issued during the year Closing balance (b) Surplus / (Deficit) in Statement of Profit and Loss Opening balance Add: Profit / (Loss) for the year Closing balance Total

As at 31 March, 2012

As at 31/3/2011

(Rs. in ‘000)

(Rs. in ‘000)

1,437.00

1,437.00

1,437.00

1,437.00

137,736.75 137,736.75

137,736.75 137,736.75

33,678.56 7,162.74

28,344.63 5,333.93

40,841.30

33,678.56

180,015.05

172,852.31

NOTE 4 LONG TERM BORROWING Particulars (a) Unsecured Loans From Directors From Corporates Total

As at 31 March, 2012

As at 31/3/2011

(Rs. in ‘000)

(Rs. in ‘000)

1,463.26 26,076.32

1,228.00

27,539.58

1,228.00

NOTE 5 OTHER CURRENT LIABILITIES Particulars

(a) Other payables - sundry creditors (b) Taxes Total

37

As at 31 March, 2012

As at 31/3/2011

(Rs. in ‘000)

(Rs. in ‘000)

501,221.76 150.11

-

501,371.88

-


56,799.00

180,000.00

696,250.00

refregirator

Motor Cycle

Generator 1,917,938.00

-

-

-

1,388,204.00

529,734.00

additions

GROSS BLOCK

3,291,869.00

696,250.00

180,000.00

56,799.00

1,639,336.00

719,484.00

31.03.12

38

446,799.10 251.60 28,026.90

475,077.60

Total

347,769.00

173,029.00 25,990.00 148,750.00

additions before 6 moths

1,569,958.00

48,200.00 503,533.00 1,018,225.00

additions after 6 moths

262,009.50

29,569.35 166,653.90 65,786.25

on addition

620,456.97

223,714.55

148,840.58

40,766.00

138,663.84

68,472.00

01.04.11

69,973.52

67,019.87 150.96 2,802.69

in op.

DEP

404,934.12

122859.22

436.23

224.46

21,009.41

260404.80

for the year

DEPRECIATION

331,983.02

96,589.22 166,804.86 68,588.94

Total

1,025,391.09

346,573.77

149,276.81

40,990.46

159,673.25

328,876.80

31.03.12

31.03.10

-

31.03.12

753,474.03

472,535.45

31,159.42

16,033.00

112,468.16

121,278.00

31.02.11

2,060,821.59

571,438.89 362,969.74 1,126,412.96

WDV

2,266,477.91

349,676.23

30,723.19

15,808.54

1,479,662.75

390,607.20

31.03.12

NET BLOCK

15% 60% 10%

RATES

13.91

25.89

13.91

13.91

40

RATES

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

P& M 15 % P& M 60 % F & F 10 %

31.03.11

wdv

NOTE 6 DEPRECIATION as per Income Tax (AY 2012 - 13)

1,373,931.00

251,132.00

Office Equipments

Total

189,750.00

Computers

01.04.11

NOTE 6 TANGIBLE ASSETS

MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

NOTE 7 TRADE RECEIVABLE Particulars

Trade receivables more than 6 months Secured, considered good Trade receivables less than 6 months Secured, considered good Less: Provision for doubtful trade receivables

Total

As at 31 March, 2012

As at 31/3/2011

(Rs. in ‘000)

(Rs. in ‘000)

46,630.23

-

517,688.56

46,630.23

564,318.79

46,630.23

564,318.79

46,630.23

NOTE 8 CASH & CASH EQUIVALENTS Particulars

(a) Cash on hand (b) Cheques, drafts on hand (c) Balances with banks (i) In current accounts (ii) In deposit accounts (d) Others (specify nature) Total

39

As at 31 March, 2012

As at 31/3/2011

(Rs. in ‘000)

(Rs. in ‘000)

1,077.31 -

467.42 -

19,487.55 -

26.78 -

-

-

20,564.84

494.21


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

NOTE 9 SHORT TERM LOANS & ADVANCES Particulars

(a) (b) (c) (d) (e)

Advances recoverable in cash or in kind Advance for land acqisition Advance for Plantation Advances for Land Levelling & Civil Works Other deposits & advances Less: Provision for other doubtful loans and advances

As at 31 March, 2012

As at 31/3/2011

(Rs. in ‘000)

(Rs. in ‘000)

18,738.54 81,700.00 20,035.00 42,536.75 1,412.12 164,422.41 -

TDS Receivable Total

164,422.41

18,738.54 81,700.00 20,035.00 42,536.75 163,010.29 163,010.29 543.16 163,553.45

NOTE 10 EMPLOYEE BENEFIT EXPENSES Particulars

Salaries and wages Staff Welfare Expenses

40

For the year ended 31st March, 2012

For the year ended 31st March, 2011

(Rs. in ‘000)

(Rs. in ‘000)

1,950.00

-

22.19

-

1,972.19

-


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

NOTE 11 OTHER EXPENSES Particulars

Audit Fee (as per below note (i)) Advertisement Exp. Bank Charges Demat Charges Electricity Expenses Listing & registration fees Office Exp Professional Fees Repair & Maintainance Rebates & Discounts A/C service Charges Telephone Charges Travelling Expenses Total

For the year ended 31st March, 2012

For the year ended 31st March, 2011

(Rs. in ‘000)

(Rs. in ‘000)

125.00 96.87 0.10 50.26 163.84 241.65 52.07 86.20 158.34 92.38 9.89 41.65 231.14

75.00 85.83 19.65 47.25 149.85 265.32 49.75 92.79 156.39 96.00 9.70 39.75 306.53

1,349.39

1,393.80

NOTE 12 OTHER EXPENSES (CONTD.) Particulars

(i) Payments to the auditors comprises (net of service tax input credit, where applicable):

For the year ended 31st March, 2012

For the year ended 31st March, 2011

(Rs. in ‘000)

(Rs. in ‘000)

125.00

75.00

125.00

75.00

As auditors - statutory audit Total

41


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

NOTES TO ACCOUNTS : 12.

Balances of Debtors, Loans and Advances, Secured Loans, Sundry Creditors & Others are subject to confirmation and reconciliation and consequential adjustments, if any.

13.

In the opinion of the Board & to the best of their knowledge & belief the value of realization of current assets, loans & advances in the ordinary course of business would not be less than the amount at which they are stated in the Balance Sheet & the provisions for all the loans & determined liabilities is adequate and not in excess of the amount.

14.

Provision for retirement benefits to employees was not provided on accrual basis, which is not in conformity with Accounting Standard-15 issued by ICAI and the amount has not been quantified because actuarial valuation report is not available. However, in the opinion of the management the amount involved is negligible and has no material impact on the Statement of Profit & Loss.

15.

According to a technical assessment carried out by the Company, there is no impairment in the carrying cost of cash generating units of the Company in terms of accounting standards28 issued by the Institute of Chartered Accountants of India.

16.

The Company has not received the required information from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. Hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been made.

17.

Earnings Per Share (AS-20) : The Earning Per Share computed as per the requirement under Accounting Standard 20 on Earning Per Share issued by The Institute of Chartered Accountant of India, is as under:

Profit Attributable to Equity Share Holders (After Tax) Weighted Average Number of Equity Share (Nos.) Basic / Diluted Earnings Per Share Face Value per Equity Share 18.

2011-2012 (RS. in ‘000)

2010-2011 (RS. in ‘000)

10457.71

5333.93

8003500

8003500

2.39

0.67

10.00

10.00

According to a technical assessment carried out by the Company, there is no impairment in the carrying cost of cash generating units of the Company in terms of accounting standards28 issued by the Institute of Chartered Accountants of India.

42


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

19.

Accounts payable to Small Scale Industrial Undertaking under the head of Sundry Creditors – NIL (Previous Year – NIL)

20.

Related Party Transaction : Related Parties and Nature of Relationship: Related Party

Nature of Relationship

AMRUT PREMJI SHAH

Director

VELAMALA JAGDISH

Director

GHANSHYAM KRISHNA MISRA

Director

VIJAY DASHRATH BHAGAT

Director

MADHAV JAGDISH AGRAWAL

Director

KAVYA AMIT DIGVIJAY SINGH

Director

JITEN TALAKCHAND SHAH

Director

MEUSE GARAB PRIVATE LIMITED

Substantial Interest of Director

Note : Related Parties as disclosed by the management and relied upon by auditors. Related party Transaction

Particulars

Purchases Loan Transactions Gross Loans Taken Balance o/s as on 31.03.2012

21.

Companies in Key which Directors Management are substantially Personnel interested

Relative of Key Management Personnel

503,504,327

--

--

20,000,000 523,504,327

2,691,264 2,691,264

---

Segment Information (AS-17) Company has only one segment of activity namely “Trading and Financial Activities”. Since there is No export turnover, there are no reportable geographical segments.

43


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 27TH ANNUAL REPORT 2011-12

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

22.

The Revised Schedule VI has become effective from 1 April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the current year’s classification/disclosure.

For and on behalf of the board

For DMKH & CO. Chartered Accountants FRN. No. 116886W

Sd/Kavya Amit Singh Director

Sd/CA. DURGESH KABRA Partner M. No. 044075

Sd/Jiten T. Shah Director

Sd/Gauri G. Kothekar Company Secretary

Place : Mumbai Date : 3rd September 2012

44


MEUSE KARA & SUNGRACE MAFATLAL LIMITED (Formerly known as Bio Green Industries Limited) Registered Office: Office No. 24, Shubhadha Building, 1st Floor Near RTO office, Sir Pochkanwala Road, Worli, Mumbai-400030 Maharashtra

ATTENDANCE SLIP Members or their proxies are requested to present this for admission, duly signed in accordance with their specimen signatures registered with the Company. The admission will, however, be subject to verification of signatures and such other checks, as may be necessary.

NAME & ADDRESS OF THE SHAREHOLDER

DP ID/CLIENT ID LEDGER FOLIO

NO. OF SHARES HELD

I hereby record my presence at the ANNUAL GENERAL MEETING of the Company held on 28th September, 2012 at 10.00 a.m.

SIGNATURE OF THE SHAREHOLDER OR PROXY

45


MEUSE KARA & SUNGRACE MAFATLAL LIMITED (Formerly known as Bio Green Industries Limited) Registered Office: Office No. 24, Shubhadha Building, 1st Floor Near RTO office, Sir Pochkanwala Road, Worli, Mumbai-400030 Maharashtra

PROXY FORM DP ID/ CLIENT ID L.F. No. :

I, We _____________________________________________________________________________ of _______________________________ being a member / members of Meuse Kara & Sungrace Mafatlal Limited (Formerly known as Bio Green Industries Limited) hereby appoint _____________ ___________________________________ of ________________________ as my/our proxy to vote for me /us and on my/our behalf at the Annual General Meeting of the Company to be held at 10.00 a.m. on 28th September 2012.

As witness my/our hand(s) this __________ day of _______ 2012,

Affix a Rs.1 Revenue Stamp Signature of the Shareholder(s)

NOTE: The Proxy Form must be deposited at the Registered Office of the Company not less than 48 hours before the time fixed for holding the aforesaid Meeting.

46


MEUSE KARA & SUNGRACE MAFATLAL LTD. (Formerly Known as Bio Green Industries Limited)

27TH ANNUAL REPORT 2011-12

If undelivered, please return to :

MEUSE KARA & SUNGRACE MAFATLAL LTD.

(Formerly Known as Bio Green Industries Limited) Registered Office : C-24, SHUBDHA CHS, SIR POCHKHANWALA ROAD, WORLI, MUMBAI - 400 030.

2012 annual report  

MYNK1906 Annual Report 2012

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