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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

CORPORATE INFORMATION Board of Directors Mrs. Kavya Singh

Managing Director

Mr. Madhav Agarwal

Independent Director

Mr. Vijay Bhagat

Independent Director

Mr. Navmeet Arora

Additional Director

Ms. Purabi Jhaveri

Additional Director

Auditors DMKH & COMPANY Chartered Accountants Mumbai Company Secretary Bhavna Patel Bankers Central Bank of India: Bandra-Kurla Complex ING Vysya Bank: Dadar HDFC Bank: Worli Seaface Axis Bank: Prabhadevi, Dadar

Registered Address

Registrars

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

Sharex Dynamic (India) Pvt. Ltd. Unit-1, Luthra Industrial Premises, 1st Floor, Safed Pool AndheriKurla 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 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

NOTICE Notice is hereby given that the Twenty Eighth Annual General Meeting of the Members of Meuse Kara &Sungrace th Mafatlal Limited (Formerly known as Bio Green Industries Limited) will be held on Monday, 30 September, 2013 at 2.30 p.m. 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 March 31, 2013 and Statements 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 consider and if thought fit, pass, with or without modification (s) the following Resolution as Ordinary Resolution: “RESOLVED THAT, a Non Executive Independent Director Mr. Madhav J. Agarwal liable to retire by rotation, who does not offer himself for re-appointment, be not re-appointed as Independent Director of the Company and the vacancy, so caused on the Board of the Company, be not filled up.

3.

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: 4.

To consider and if thought fit, to pass with or without modification(s) the following resolution as an ordinary resolution: “RESOLVED THAT Mr.Navmeet Arora who was appointed by the Board as an additional director with effect from December 21, 2012 and who holds office upto the date of this Annual General Meeting and is eligible for appointment as Director and in respect of whom the Company has received a notice in writing from a member pursuant to Section 257 of the Companies Act, 1956 proposing his candidature for the office of the Director be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

5.

To consider and if thought fit, pass, with or without modification (s) the following Resolution as an Special Resolution: “RESOLVED THAT pursuant to the recommendations of the Remuneration Committee and in accordance with the provisions of Sections 198, 269, 309 and 310 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force) and subject to the approval of the members of the Company be and is hereby accorded to the appointment of Mr.Navmeet Arora as Whole Time Director and Chief Executive Officer of the Company for a period of 3 years st effective from October, 1 2013 on the terms and conditions including remuneration as set out in the Explanatory Statement annexed to the Notice convening this Meeting, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this resolution) to alter and vary the terms and conditions of appointment and / or remuneration, subject to the same not exceeding the limits specified under Schedule XIII to the Companies Act, 1956 or any statutory modification(s) or re-enactment thereof and which shall be within the powers of the board delegated under the Act. RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

6.

To consider and if thought fit, to pass with or without modification(s) the following resolution as an ordinary resolution: “RESOLVED THAT Ms. Purabi S. Jhaveri who was appointed by the Board as an additional director with effect from December 21, 2012 and who holds office upto the date of this Annual General Meeting and is eligible for appointment as Director and in respect of whom the Company has received a notice in writing from a member pursuant to Section 257 of the Companies Act, 1956 proposing his candidature for the office of the Director be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

7.

To consider and if thought fit to pass with or without modification the following Resolution as an Ordinary Resolution: “RESOLVED THAT in modification of Resolution No. 3 passed at the Extra ordinary General Meeting of the Company held on March 30, 2013 for revision in terms of remuneration of Mrs. Kavya Amit Singh, Chairman and Managing Director of the Company and pursuant to the provisions of Sections 198, 309, 310 and other applicable provisions, if any, of the Companies Act, 1956 (“Act”), as amended or re-enacted from time to time, read with Schedule XIII of the Act, the Company hereby approves of the revision in the terms of remuneration of Mrs. Kavya Amit Singh, Managing Director of the Company by way of an increase in the maximum amount of her salary (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment), with authority to the Board of Directors or a Committee thereof to fix her salary within such maximum amount, increasing thereby, proportionately, all benefits related to the quantum of salary with effect from April 1, 2013, for the remainder of the tenure of her appointment i.e. upto March 3, 2016, as set out in the explanatory statement annexed to the Notice convening this Annual General Meeting. “RESOLVED FURTHER THAT the Board or a Committee thereof be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.”

8.

To consider and if thought fit, to pass with or without modification(s) the following resolution as an Special resolution: “RESOLVED THAT pursuant  to  the  provisions  of  Section  21 and  other  applicable  provisions,  if  any,  of  the Companies act 1956, (including any statutory modification or re-enactment thereof for the time being in force) and subject to the approval of the Registrar of Companies or any other authority as may be necessary, the consent of the members be and is hereby given to change the name of the Company from Meuse Kara & Sungrace Mafatlal Limited to MYNK1906 Industries India Limited or such other approved name as may be made available from Registrar of Companies, Mumbai. “RESOLVED FURTHER THAT the name Meuse Kara & Sungrace Mafatlal Limited wherever appearing in the Memorandum and Articles of Association, documents etc. be substituted by the new name Industries MYNK1906 India Limited or such other approved name as may be made available from Registrar of Companies, Mumbai, subject to the approval of the same by the Central Government.” “RESOLVED FURTHER THAT Mrs. Kavya Singh be and is hereby authorized to make the necessary application to the Central Government for the approval of the aforesaid name and to take all such steps that may be required to give effect to this resolution.”

Date: 7th September, 2013

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, W orli, Mumbai -4000300 Maharashtra

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

NOTES: 1.

A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY OR PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF ON A POLL AND THAT A PROXY NEED NOT BE A MEMBER.

2.

The relevant Explanatory Statement pursuant to Section 173 of the Companies Act, 1956, in respect of Item Nos. 4 to 8 mentioned in the above Notice is annexed hereto.

3.

The Register of Members and Share Transfer Books of the Company will remain closed from Monday, 23 th September, 2013 to Monday, 30 September, 2013 (both days inclusive) for the purpose of AGM.

4.

The Ministry of Corporate Affairs has taken a ‘Green Initiative in Corporate Governance’ by allowing paperless compliances by the Company and has issued circulars allowing service of notices/documents including annual report by e-mail to its members. To support this green initiative of the government in full measure, members who have not registered their e-mail addresses so far, are requested to register the same in respect of electronic holdings with the depository through their depository participants. Members who are holding shares in physical form are requested to get their e-mail addresses registered with the Registrar and Share Transfer Agent.

5.

Members are requested to:

rd

I.

Write to the Company at least 7 days before the date of the meeting, in case they desire any information as st regards the Audited Accounts for the financial year ended 31 March 2013, 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.

6.

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

7.

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.

8.

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

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

EXPLANATORY STATEMENT PURSUANT TO SECTION 173 OF THE COMPANIES ACT, 1956: In conformity with the provisions of Section 173(2) of the Companies Act, 1956, the following Explanatory Statement sets out all material facts relating to Special Business mentioned in the accompanying Notice and should be taken as forming part of the Notice. ITEM NO. 4 & 5 Regularisation and Appointment of Mr. Navmeet Arora as Whole Time Director Mr. Navmeet Arora was appointed as an Additional Director by Resolution passed by the Board of Directors at their meeting held on December 21, 2012, as per Section 260 of the Companies Act, 1956 and his term of office expires at the commencement of the forth coming Annual General Meeting and further he has been proposed to be appointed as the Whole Time Director and Chief Executive Officer of the company, subject to the consent of Members at the ensuing st Annual General Meeting, for a period of Three (3) years w.e.f. 1 October 2013 including payment of his remuneration which shall be an aggregate of the following: I.

Salary (a)

II.

Basic Salary up to a maximum of 2, 50,000 per month, with authority to the Board or a Committee thereof to fix the salary within the said maximum amount.

Commission A Percentage of net profits of the company as commission payable shall be determined by the Remuneration Committee / Board of Directors of the company, subject to the total remuneration (i.e. salary, perquisites, commission and Allowances) in any one financial year shall not exceed the limits prescribed from time to time under section 198, 309 and other applicable provisions of the Companies Act, 1956 read with Schedule XIII to the said Act, as may for the time being, be in force and any amendments thereto.

III.

Perquisites Perquisites as follows will be paid and / or provided in addition to salary. Perquisites shall be valued in terms of actual expenditure incurred by the Company. However, in cases where the actual amount of expenditure cannot be ascertained with reasonable accuracy the perquisites shall be valued as per Income Tax Rules: a)

Medical Reimbursement Reimbursement of medical expenses actually incurred for self and family as per the rules of the Company

b)

Leave Travel Concession / allowance For self and family, once in a year in accordance with the rules of the Company.

c)

Club Fees Fees of Club payable as per the rules of the Company.

d)

Provident Fund, Pension Fund & Superannuation Fund Company’s Contribution to Provident Fund, Pension Fund & Superannuation Fund as per the rules of the Company.

e)

Gratuity Gratuity is payable as per the rules of the Company.

f)

Car

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

Use of fully maintained Company’s car with chauffeur with fuel reimbursement. g)

Telephone Reimbursement of residential telephone/mobile bills at actual. Use of telephones/mobiles for official purpose shall not be considered as perquisite.

IV.

Other Benefits On full pay and allowances as per the rules of the Company, but not more than one month’s leave for every 11 months of service.

V.

Overall Remuneration That the total remuneration (i.e., salary, perquisites, commission and Allowances including such other benefits as bifurcated above) in any one financial year shall not exceed the limits prescribed from time to time under Sections 198, 309 and other applicable provisions of the Companies Act, 1956 read with Schedule XIII to the said Act, as may for the time being, be in force and any amendments thereto. In case of any doubt / discrepancy / clarification that may arise with respect to payment of remuneration the same shall be determined and decided by the Board of Directors on the recommendation of Remuneration Committee of Directors. Further, within the overall remuneration, the individual components may be changed as desired by Mr.Navmeet Arora and accepted by the Remuneration Committee of Directors. Mr. Navmeet Arora is a graduation from Delhi University in the year 1987 in Electronics B.Sc. by profession and was the Head – Retail were he Handled the pan India expansion of retail stores and have opened 30 new stores (COCO/COFO/FOFO). He also identified and developed new streams for long-term revenue growth & managed overhead costs and model mix to increase profitability. Keeping in view his expertise and management skills, the Board, recommends that the Resolution set out in Item No. 5 of the Notice convening the Meeting be approved and passed. No Director, except Mr. Navmeet Arora is concerned or interested in this resolution

ITEM NO. 6 st Ms. Purabi S. Jhaveri was appointed as Additional Director of the Company in the Board Meeting held on 21 December, 2012 and as per Section 260 of the Companies Act, 1956 her term of office expires at the commencement of the forth coming Annual General Meeting. The Company has received a notice from the shareholders proposing her name for appointment as Director in the forthcoming Annual General Meeting. The Board accordingly recommends the Ordinary Resolution for your approval. ITEM NO. 7 At the Extra- General Meeting of the Company held on March 30, 2013, the Members had approved the revision in terms of remuneration of Mrs. Kavya Amit Singh, Chief Executive Officer and Managing Director, with the maximum amount of salary of 1,50,000 p.m. taking into consideration the increased business activities of the Company and the responsibilities cast on Mrs. Kavya Amit Singh, the Board has revised the maximum limit of remuneration to Mrs. Kavya Amit Singh from Rs.1,50,000 p.m. to Rs. 3,50,000 p.m. (i.e., inclusive of salary, perquisites, commission and Allowances), with effect from April 1, 2013, for the remainder of the tenure of her appointment i.e. up to March 3, 2016, with proportionate increase in the benefits related to her salary. The Board of Directors or a Committee thereof would fix the salary of Mrs. Kavya Amit Singh within the above maximum amount. The aggregate of the remuneration as aforesaid shall be within the maximum limits as laid down under Sections 198, 309, 310 and all other applicable provisions, if any, of the Act, read with Schedule XIII of the Act as amended from time to time. All other terms and conditions relating to the appointment of Mrs. Kavya Amit Singh as approved by the Members of the

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

Company will remain unchanged. In compliance with the provisions of Sections 198, 309, 310 and all other applicable provisions, if any, of the Act, read with Schedule XIII of the Act, the revised terms of remuneration of Mrs. Kavya Amit Singh as specified above are now being placed before the Members for their approval. Mrs. Kavya Amit Singh is concerned or interested in Item No. 7 of the accompanying Notice. The Board commends the Resolution at Item No. 7 for approval by the Members. ITEM NO. 8 The present activities of the Company includes merchants, traders commission agents, buying agents, selling agents, brokers, adatias, buyers, sellers, agents or otherwise and financiers and to undertake, carry on and execute all kinds of financial and monetary business operations, etc. The present name does not convey the magnitude of operations of the Company and expresses only part of its activities. For some time the directors have been giving thought to changing the name of the Company. The new name proposed contains “MYNK” which reflects our group identity and also based on the “Word Mark MYNK” that company propose to use as the Trade Mark for the business, which has been applied for the Trade Mark Registry for Registration. Thereafter to maintain the Goodwill under The Word Mark “MYNK”. The Registrar of Companies, Mumbai has confirmed that the new name is available upon the application of the Company for change of the name under section 21 of the Companies Act, 1956 and subject to the resolution passed by the members of the company. Therefore the necessary approval from member is accorded herewuth. None of the directors of the company is concerned or interested in the proposed resolution. Date: 7th September, 2013

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, W orli, Mumbai -4000300 Maharashtra

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

DIRECTORS’ REPORT TO THE MEMBERS OF MEUSE KARA & SUNGRACE MAFATLAL LIMITED The Directors have pleasure to present their 28 31st March, 2013. 1.

th

Annual Report and the Audited Annual Accounts for the Year ended

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

Particulars

As on 31/03/2013 (Rs. In 000)

As on 31/03/ 2012 (Rs. In 000)

1846500.00

517688.56

38157.56

10862.65

38157.56

10862.65

Depreciation

23822.90

404.93

Deferred Tax

3110.56

63.55

Profit/Loss after Tax

8909.02

7162.73

40841.30

33678.56

49750.32

40841.30

Total Income Profit/Loss before Interest, Depreciation and Tax Less: Interest and Financial Cost Profit/Loss before Deprecation and Tax Less:

Add: Balance brought forward from earlier years Less: Appropriations Balance carried forward to Balance sheet 2.

REVIEW OF OPERATIONS: During the year under review, your company has achieved a turnover of Rs.184.65 Crores against the last year turnover of Rs.51.75 Crores showing a growth of 356%. Your Directors are hopeful that in the current financial year, company will achieve higher growth accompanied with better results.

3.

FUTURE OUTLOOK: The Company is hopeful for strengthening its presence in garments industry. The company intends to venture into granite and marble processing and also into hospitality. For pursuing this business the Company will effect necessary changes into its main objects. All this segments of textile, marble-granite and hospitality will be having separate autonomous divisions. The Company has already started required professional exercise towards this. The diversified activities will make the Company economically more stable.

4.

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

5.

DIRECTORS: Mr. Navmeet Arora was appointed as the Whole-time Director of the Company for a period of 3 Years on Rotational

8


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

Basis with effect from October 1, 2013 and was designated as the W hole Time Director and Chief Executive Officer of the Company. In accordance with the provisions of Section 255 & 256 of the Companies Act, 1956 & Articles of Association of Company, Mr. Madhav J. Agarwal Director of the Company will retire by rotation at the ensuing Annual General Meeting who does not offer himself for re-appointment, be not re-appointed as Independent Director of the Company and the vacancy, so caused on the Board of the Company, be not filled up. 6.

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.

7.

AUDITORS: M/s. DMKH & Co, Chartered Accountants, Mumbai, Auditors of the Company hold office until the conclusion of ensuing Annual General Meeting and further board offers them for reappointment as statutory auditors of the company upto the Next 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.

8.

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.

9.

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.

10.

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.

11.

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

12.

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

13.

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.

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

14.

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.

C.

15.

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:

17.

(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 of Directors Sd/Chairman & Managing Director

Date: 3

rd

June, 2013

Place: Mumbai

10


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

MANAGEMENT DISCUSSION AND ANALYSIS This Management Discussion and Analysis Report form a part of the Annual Report of the Company. It indicates the Company’s movement in the external environment Vis-a –Vis its own strengths and resources. 1.

PERFORMANCE OF THE COMPANY: 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.

2.

INDUSTRIES: The Indian textile industry plays a vital role in the economy of the country.

3.

4.

OPPORTUNITIES AND THREATS: 1.

Marketing will be the most problematic area where improvements are called for Continuous quality improvement will be the need of the hour for which urgent measures are called for from all stakeholders.

2.

Increasing competition from other manufactures and foreign Companies will be a major problem. Now-adays the markets are flooded with new local and regional players with cheaper products. There are few concerns like rising infrastructure and input costs, which the Company should take in mind.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY: The Company has a compact organization Structure which helps it run business operation smoothly. The Company has adequate internal control system, commensurate with the size and nature of its operations. The scope of the internal audit is to ensure that the control system established by the management is correctly implemented. All assets and resources are used efficiently and are adequately protected. All internal policies and statutory guidelines are complied with. There is accuracy in timing of financial reports and management information. Audit Committee, the details of which has been provided in the Corporate Governance Report has been entrusted with detailed terms of reference to review and look into proper recording of transactions and preparation of financial statement. One of the important functions of the Audit Committee is to review the adequacy of internal control systems and compliance thereof.

5.

HUMAN RESOURCE DEVELOPMENT: The Company’s progress is largely attributed to the wholehearted support from its manpower. The technical team were constantly challenged for quality performance and expected to work with an entrepreneurial spirit on the project.

6.

CAUTIONARY STATEMENT: Statements made in the Management Discussion and analysis describing business outlook, projections, opportunities and threats, etc. may be “forward looking statement” within the meaning of the applicable securities, laws and regulations. Actual results could differ from those expressed or implied. Readers are hence adviced not to place undue reliance on these statements and are advised to conduct their own investigation and analysis of the information contained or referred to in this section before taking any action with regard to their own specific objections. Further, the discussion herein reflects the perception on major issues as on date and opinions

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

expressed herein are subject to change without notice. The Company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report, consequent to any new information, future event or otherwise. For and on behalf of the Board of Directors Sd/Chairman & Managing Director Date: 3

rd

June, 2013

Place: Mumbai

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MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

CORPORATE GOVERNANCE REPORT 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.

Name

Classification of the Director

No. of Directorships held in other companies*

No. of Attended No. of Board Last Memberships/ Meetings AGM Chairmanships Attended held on committees of other Companies

1

Mrs. Kavya Singh

Promoter, Manging Director

1

10

Yes

Membership in Audit Committee, Investors’ Grievance Committee.

2

Mr. Vijay Bhagat

Independent Director

1

10

Yes

3

Mr. Madhav Agarwal Independent Director

NIL

10

4

Mr. Navmeet Arora

Independent Director

NIL

4

5

Ms. Purabi Jhaveri Independent Director

NIL

4

Mr. Vijay Bhagat is the Chairman of the meeting. During the year under review, the Board of Directors of the Company met 10 times on 15.05.2012

9.07.2012

14.08.2012

30.10.2012

3.11.2012

29.11.2012

21.12.2012

4.01.2013

14.02.2013

4.03.2013

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. Details of Directors being reappointed: As per the Companies Act, 1956 two third of the directors should be retiring Directors out of which one third of the Directors are required to retire every year and if eligible, these Directors qualify for reappointment. Accordingly, Mr. Madhav J. Agarwal retires by rotation at the ensuing Annual General Meeting and being eligible, but does not offer himself for reappointment

13


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

Mr. Madhav J. Agarwal, aged 31 years and having 7 years’ experience in business. 3.

Audit Committee A)

Constitution of Audit Committee: 1

st

April, 2012 to 20

th

December, 2012:

Audit Committee Members were: Mr. Madhav Agarwal

Chairman (Independent Director)

Mr. Vijay Bhagat

Member(Independent Director)

Mr. G. K. Misra

Member(Independent Director)

From 21

B)

st

December, 2012 onwards:

Mr. Vijay Bhagat

Chairman (Independent Director)

Mr. Madhav Agarwal

Member(Independent Director)

Mr. Navmeet Arora

Member(Independent Director)

Meetings: The total number of meetings held during the year was four. 15.05.2012

14.08.2012

03.11.2012

14.02.2013

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. 2.

Remuneration Committee Mr. Vijay Bhagat

Chairman

Mr. Madhav Agarwal

Member

Mr. Navmeet Arora

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 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 4.03.2013. Details of remuneration paid to the Directors for the year. The aggregate value of salary, perquisites, and commission paid for the year ended 31 Singh as Managing Directors is Rs. 18 Lacs p.a. The Company does not pay sitting fees to any Director.

14

st

March 2013, to Kavya A.


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

5.

Shareholders’ / Investors’ Grievance Committee A)

Constitution of Shareholders’ / Investors’ Grievance Committee: 1

st

April, 2012 to 20

December, 2012:

Mr. Madhav Agarwal

Chairman (Independent Director)

Mr. Ghanshyam Misra

Member (Independent Director)

Mr. Vijay Bhagat

Member (Independent Director)

From 21

B)

th

st

December, 2012 onwards:

Mr. Vijay Bhagat

Chairman (Independent Director)

Mr. Navmeet Arora

Member (Independent Director)

Mr. Madhav Agarwal

Member (Independent Director)

Meetings: The total number of meetings held during the year was four on 18.04.2012

16.07.2012

31.12.2012

20.03.2013

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

General Body Meetings (a)

Location and place of last three years General Meeting: Year

(b)

Location

Date

Time

20.07.2010

11.00 a.m.

9.11.2011

10.00 a.m.

2009-2010

At Hotel Solitaire, New Sanjay Nagar, Airport colony, Colony, Andheri (E), Mumbai 400072.

2010-2011

At Regd Office

2011-2012

At Victoria Memorial School , Blind 73,Tardeo Road, Opp. Film Centre, Tardeo,Mumbai-400034.

28.09.2012

10.00 a.m.

At Megha Party Hall Pinky Apt., 1st Floor, near Old Petrol Pump, Opp. Hotel Shahi, Mira Bhayandar, Mira Road (East), Thane-401107

30.03.2013

9.00 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 Two Extra Ordinary General Meeting:

15


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

Date

Particulars

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

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

30.03.2013

The Company passed a Special Resolution in accordance with the Reclassification of Authorised Share Capital of the Company and amendment to the Memorandum of Association and Articles of Association, Issue of Zero Percent Convertible Preference Shares of the Company on preferential basis and appointment of Mrs. Kavya Amit Singh as a managing director.

7.

8.

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 or Business Standards and in Navshakti Marathi Newspaper.

9.

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.

10.

General Shareholder Information Annual General Meeting

30/09/2013 at 2.30 P.M

Venue

At Victoria Memorial School for the Blind, 73, Tardeo Road, Opp. Film Centre, Tardeo, Mumbai – 400 034

Financial Calendar Annual General Meeting: 30.09.2013 Result of First Quarter

Second week of August 2012

Second Quarter

First week of Nov 2012

Third Quarter

Second week of Feb 2013

Result of fourth quarter

First week of June 2013

16


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

Book Closure date

:

23/09/2013 to 30/09/2013 (Both Days Inclusive)

Dividend payment date

:

N.A

Listing of Equity Shares

:

BSE Ltd, Mumbai

Listing fees are paid from BSE Ltd. for the financial year 2013-14. Stock Code

:

MEUSEKARA 512253

Demat ISIN Numbers in NSDL &CDSL

:

INE 756D01013

For Equity Shares. Stock Market Data COMPANY Month

Index (SENSEX)

High

Low

No. of Shares

High

Low

30st April,2012

13.08

11.05

4,01,327

17,664.10

17,010.16

31st May ,2012

12.7

11.25

5,75,562

17,432.33

15,809.71

30th June,2012

11.77

11.1

2,01,014

17,448.48

15,748.98

31st July,2012

11.5

10

3,46,822

17,631.19

16,598.48

12.99

10.65

2,36,556

17,972.54

17,026.97

30 th September,2012

13

10

2,46,601

18,869.94

17,250.80

31st October,2012

16

8.55

1,24,535

19,137.29

18,393.42

30 th November,2012

12.74

10.38

49,772

19,372.70

18,255.69

31 st December,2012

11.9

10.21

54,921

19,612.18

19,149.03

31st January,2013

16.35

10.75

1,51,558

20,203.66

19,508.93

28th February, 2013

12.75

9.57

37,216

19,966.69

18,793.97

31st March, 2013

11.69

7.75

25,903

19,754.66

18,568.43

31st August,2012

Registrar and Transfer Agents:

Sharex Dynamics (India) Pvt. Ltd

(Share transfer and communication regarding share certificates, dividends and change of

Unit.no.1, Luthra Industrial Premises, Andheri-Kurla Road, Safed Pool,address) Andheri (E), Mumbai - 400 072

Share Transfer System as per listing agreement and Companies Act, 1956

17


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED) st

Category of Shareholders as on 31 March, 2013 Category

No. of Shares held

% of Holding

3229207

40.347

Foreign Promoters

0

0

PERSON ACTING IN CONCERT

0

0

3229207

40.347

A. PROMOTER’S HOLDING 1

PROMOTERS Indian Promoters

2

Sub Total B. NON PROMOTER’S HOLDING 3

INSTITUTIONAL INVESTORS a

Mutual Funds and UTI

0

0

b

Banks, Insurance Companies, Financial Institutions, Central/State Govt.Inst/Non Govt. Inst

0

0

Foreign Institutional Investors

0

0

Sub Total

0

0

c

4

OTHERS a

Private Corporate Bodies

1147587

14.339

b

Indian Public

3605895

45.054

c

NRI’s / OCB’s

15594

0.195

d

Any Other: Clearing Member

5217

0.065

Sub Total

4774293

59.653

GRAND TOTAL

8003500

100

Distribution of Share Holding as on 31.03.2013 SHARE OR DEBENTURE HOLDING OF NOMINAL VALUE OF Rs.

SHARE/DEBENTURE HOLDERS

SHARE/DBENTURE AMOUNT

Number

%of Total

In Rs.

% to Total

1429

70.32

2725660.00

3.41

5,001 - 10,000

257

12.65

2232660.00

2.79

10,001 - 20,000

112

5.51

1778080.00

2.22

20,001 - 30,000

49

2.41

1291420.00

1.61

30,001 - 40,000

40

1.97

1455040.00

1.82

40,001 - 50,000

26

1.28

1231160.00

1.54

50,001 - 1,00,000

47

2.31

3394560.00

4.24

1,00,001 and above

72

3.54

65926420.00

82.37

2032

100.00

80035000

100.00

Upto - 5000

TOTAL

18


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

Dematerialization of Shares: Trading in Equity Shares of the Company is permitted only in dematerialized form. As of st 31 March, 2013, 98.00% are in dematerialized form. Investor Correspondence For transfer/ dematerialization of shares: payment of dividend on shares, interest and redemption of debentures, and any other query relating to the shares and debentures of the Company.

Sharex Dynamics (India) Pvt. Ltd Unit.No.1 Luthra Industrial Premises, Andheri-Kurla Road, Safed Pool, Andheri (E), Mumbai -400 072.

(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

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, 2013. The declaration from Mr. Kavya A. Singh, Managing Director, regarding the affirmation of the compliance for the year ended 31st March, 2013, 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 o f 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 W histle 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, 2013. Kavya A. Singh Sd/Managing Director Mumbai on this 3rd Day of June, 2013

19


DMKH & CO CHARTERED ACCOUNTANTS C-9, Sanjay Apartments, Near Gokul Hotel, SVP Road, Borivali (W), Mumbai -400 092 E-mail: durgeshkabra@gmail.com, website: www.dmkhca.com, Ph: 022-28916494, Fax 022-28916495

Auditor’s Certificate on Compliance of the conditions of Clause 49 of the Listing st Agreement (Corporate Governance) for the year ended 31 March, 2013 To, The Members of MEUSE KARA & SUNGRACE MAFATLAL LIMITED (Formerly Known as Bio Green Industries Limited) We have examined the compliance of corporate governance by MEUSE KARA & SUNGRACE MAFATLAL LIMITED for the year ended 31st March, 2013 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 for the period 1-10-2012 to 20-12.2013. We state that none of the Investor Grievances is pending for a period exceeding one month, as at 31st March, 2013 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. Om Prakash Somani Partner M.No. 123830 Place: Mumbai Date 03/06/2013

20


DMKH & CO CHARTERED ACCOUNTANTS C-9, Sanjay Apartments, Near Gokul Hotel, SVP Road, Borivali (W), Mumbai -400 092 E-mail: durgeshkabra@gmail.com, website: www.dmkhca.com, Ph: 022-28916494, Fax 022-28916495

Independent Auditor’s Report To the Members of, MEUSE KARA & SUNGRACE MAFATLAL LIMITED. (Formerly Known as Bio Green Industries Limited) Report on the Financial Statements We have audited the accompanying financial statements of MEUSE KARA & SUNGRACE MAFATLAL LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Resposibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements W e believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: a)

In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b)

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

21


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

c)

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

Report on Other Legal and Regulatory Requirements 1.

As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2.

As required by section 227(3) of the Act, we report that: a)

We have obtained all the 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 so far as appears from our examination of those books

c)

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

d)

In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; subject to notes no.14.

e)

On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For DMKH & Co. Chartered Accountants, FRN. No. 116886W Sd/CA. Om Prakash Somani Partner M.No. 123830 Place: Mumbai Date 03/06/2013

22


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

ANNEXURE TO INDEPENDENT AUDITORS’ REPORT Referred to in Paragraph 1 under the heading of “Report on other Legal and Regulatory Requirements” of our report of even date On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that: i.

ii.

iii

iv.

a)

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

b)

W e have been informed that the fixed assets of the Company have been physically verified by the management during the year and no material discrepancies have been noticed on such verification.

c)

According to the information & explanation given to us, the Company has not disposed of any substantial part of its fixed assets during the year.

a)

As explained to us, inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b)

In our opinion and according to the information and explanation given to us, the procedure of physical verification of Inventories referred to in 2(a) above followed by the management, are reasonable and adequate in relation to the size of the Company and the nature of its business.

c)

In our opinion and according to the information and explanation given to us, the company has maintained proper records of inventories. As per the information and explanation provided to us and having regard to the size of the company, no material discrepancies were noticed on physical verification of inventory as compared to book records.

a)

According to the information and explanations given to us and on the basis of our examination of the books of account, the company has granted interest free loan to one party covered in the Register maintained under section 301 of the Companies, Act 1956. The maximum principal amount involved during the year was Rs 4,546,878/- and Closing Balance is Rs 3,097,078/-

b)

In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans given by the Company, are not prima facie prejudicial to the interest of the Company except to extent interest free advance given to one of the directors of the company.

c)

As explained to us, principal amount and interest are also regular.

d)

In respect of the said loans and interest there on, there are no overdue amounts.

e)

According to the information and explanations given to us, the Company has received loan (Interest free) from three parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum balance outstanding at the end of the financial year from such Parties was Rs. 539,703,663/and the balance outstanding at the end of the financial year from such Parties was Rs 188,945,855/- .

f)

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

g)

The Payments of principal amounts and interest in respect of such loans during the year has been regular.

In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regards to the purchase of inventory, fixed assets and sale of goods. During the course of our audit, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

23


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

v.

a)

On the basis of the audit procedures performed by us, and according to the information, explanations and representations made to us, we are of the opinion that, there are sales/purchase transactions in which directors were interested as contemplated under Section 297 and Section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under Section 301 of the said Act, have been so entered.

b)

In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of Rupees five lacs in respect of any party during the year, have been made at prices which are reasonable having regard to market prices prevailing at that time.

vi.

The Company has not accepted any deposits during the year under the provisions of section 58A and 58AA of the Companies Act, 1956, and the rules framed there under are not applicable.

vii.

As explained to us, there is no formal internal audit system. However, the Company has adequate internal control procedure involving internal checking of its financial record.

viii.

According to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 for the Company.

ix.

In Respect of statutory dues : a)

According to the information and explanation given to us the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable. However the company has not paid TDS on the due dates.

b)

On the basis of our examination of documents and records of the Company, and explanation provided to us, there were no disputed dues in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty or Cess, were in arrears, as at 31st march 2013 for the period more than six month from the date they become payable as except below Name of the statute

Nature of the dues

Amount (Rs.)

Income Tax Act, 1961

Income Tax

Rs. 3,462,245/-

Interest on tax

Rs. 382,571/-

Period to which the amount related

A.Y. 2012-2013

c)

According to information and explanation given to us , there is no dues of income tax, sales tax, custom duty, weath tax, service tax, excise duty and cess which has been deposited on account of any dispute .

x.

The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

xi.

Based on our examination or the records and the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

xii.

Based on our examination or the records and the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii.

In our opinion and according to the information and explanation given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly the provisions of the clause 4(xiii) of the said order are not applicable to the Company.

xiv.

In our opinion and according to the information and explanation given to us the Company does not have any

24


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

investment so there is no such requirement to maintained proper records of the transactions and contracts of the investment dealt in by the Company xv.

According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi.

According to the information and explanation given and based on the documents and records produced, the company has not taken any term loan for the period.

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion that no funds raised on a short-term basis which have been used for long term investment. xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year. xix.

According to the information and explanations given to us, the Company has no outstanding debentures during the period under audit.

xx.

According to the information and explanations given to us, the Company has not raised any money by way of public issue during the year and accordingly the provision of the relevant clause of the order is not applicable to the Company.

xxi.

Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For DMKH & Co. Chartered Accountants, FRN. No. 116886W Sd/CA. Om Prakash Somani Partner M.No. 123830 Place: Mumbai Date 03/06/2013

25


MEUSE KARA & SUNGRACE MAFATLAL LIMITED (Formerly BIO GREEN INDUSTRIES LIMITED)

BALANCE SHEET AS AT 31st MARCH, 2013 Particulars

A 1

2

3

Note No.

EQUITY AND LIABILITIES Shareholders’ funds (a) Share capital (b) Reserves and surplus Non-current liabilities (a) Long-term borrowings (b) Deferred tax liabilities (net) (c ) Other long-term liabilities (d) Long-term provisions Current liabilities (a) Short-term borrowings (b) Trade payables (c ) Other current liabilities (d) Short-term provisions

As at 31 March, 2013

As at 31 March, 2012

(Rs. In 000')

(Rs. In 000')

2 3

80,035.00 188,924.07 268,959.07

80,035.00 180,015.05 260,050.05

4

240,253.27 3,174.11 243,427.38

27,539.58 63.55 27,603.13

271,035.13 7,029.77 278,064.90 790,451.35

501,371.87 3,231.44 504,603.31 792,256.49

6

46,732.44 22,168.42 68,900.86 -

2,266.48 22,168.42 24,434.90 -

7 8 9

514,035.27 18,305.55 169,959.22 19,250.46 721,550.50 790,451.35

564,318.79 20,564.86 164,422.41 18,515.53 767,821.59 792,256.49

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 FRN : 116886W Sd/CA. OM PRAKASH SOMANI Partner M.No:-123830

Sd/-

Sd/-

Kavya Amit Singh

Navmeet arora

Director

Director Sd/-

Place: Mumbai Date: 03-06-2013

Bhavna Patel Company Secretary

26


MEUSE KARA & SUNGRACE MAFATLAL LIMITED (Formerly BIO GREEN INDUSTRIES LIMITED)

STATEMENT FOR PROFIT & LOSS FOR THE YEAR ENDED 31st MARCH, 2013 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

Note No.

For the year ended

For the year ended

31 March, 2013

31 March, 2012

(Rs. In 000')

(Rs. In 000')

1,846,500.00

517,688.56

-

-

1,846,500.00

517,688.56

1,743,751.15

501,504.33

-735.11

2,000.00

6,539.64

1,972.19

-

-

(c )

Employee benefits expense

(d)

Finance costs

10

(e)

Depreciation and amortisation expense

6

23,822.90

404.93

(f )

Other expenses

11

58,786.76

1,349.39

1,832,165.34

507,230.84

14,334.66

10,457.72

-

-

14,334.66

10,457.72

-

-

14,334.66

10,457.72

3,184.96

3,231.44

-1,483.26

-

Total expenses 5

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

613.38

(d) Net current tax expense

-

(e) Deferred tax

11

Profit / (Loss) for the year

12

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

-

3,110.56

63.55

5,425.64

3,294.99

8,909.02

7,162.73

1.11

0.89

Basic & duitled 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 FRN : 116886W Sd/CA. OM PRAKASH SOMANI Partner M.No:-123830

Sd/-

Sd/-

Kavya Amit Singh

Navmeet arora

Director

Director Sd/-

Place: Mumbai Date: 03-06-2013

Bhavna Patel Company Secretary

27


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

CASH FLOW STATEMENT FOR COMPANIES OTHER THAN FINANCE COMPANIES

CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2013 Particulars

For the year ended 31 March, 2013 Amount

A.

For the year ended 31 March, 2012

Amount

Amount

Amount

Cash flow from operating activities Net Profit / (Loss) before extraordinary items and tax

14,334.66

10,457.72

23,822.90

404.93

Adjustments for: Depreciation and amortisation Net unrealised exchange (gain) / loss

38,157.56

10,862.66

Operating profit / (loss) before working capital changes

38,157.56

10,862.66

Changes in working capital: Adjustments for (increase) / decrease in operating assets: Inventories

(734.93)

2,000.00

Trade receivables

50,283.52

(517,688.56)

Short-term loans and advances

(4,053.55)

-868.96

Adjustments for increase / (decrease) in operating liabilities: Trade payables

-230,336.74

Other current liabilities

501,221.76

Other long-term liabilities

150.11 (184,841.70)

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

(15,185.65)

(146,684.14)

(4,322.99)

-

-

(146,684.14)

(4,322.99)

-

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

-

(146,684.14)

(4,322.99)

Cash flow from investing activities Capital expenditure on fixed assets, including capital advances Purchase of fixed assets

(68,288.86)

-1,917.94

-

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

28

(68,288.86)

(1,917.94)

(68,288.86)

(1,917.94)


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

CASH FLOW STATEMENT FOR COMPANIES OTHER THAN FINANCE COMPANIES

CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2013 (CONTD.....) Particulars

For the year ended 31 March, 2013 Amount

C.

For the year ended 31 March, 2012

Amount

Amount

Amount

Cash flow from financing activities Unsecured loan

-

Proceeds from long-term borrowings

212,713.69

Tax on dividend

-

26,311.58

212,713.69

Cash flow from extraordinary items

-

26,311.58

-

-

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

212,713.69

26,311.58

Net increase / (decrease) in Cash and cash equivalents (A+B+C)

(2,259.31)

20,070.7

20,564.86

494.21

-

-

18,305.55

20,564.86

18,407.82

1,077.31

(102.27)

19,487.55

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

-

See accompanying notes forming part of the financial statements

18,305.55

In terms of our report attached.

20,564.86

FOR AND ON BEHALF OF THE BOARD

For DMKH & Co. Chartered Accountants FRN : 116886W Sd/CA. OM PRAKASH SOMANI Partner M.No:-123830

Sd/-

Sd/-

Kavya Amit Singh

Navmeet arora

Director

Director Sd/-

Place: Mumbai Date: 03-06-2013

Bhavna Patel Company Secretary

29


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(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, Shubdha 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 current events 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.

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,

30


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

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 Written down Value 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.

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.

31


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

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 antidilutive. (n)

Cash flow statement Cash flows are reported using the indirect method, whereby profit 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.

32


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

NOTES FORMING PART OF FINANCIAL STATEMENTS NOTE 2: SHARE CAPITAL Particulars

(a)

As at 31 March, 2013 Number of shares (In Thousands)

(Rs. In 000')

(a)

Number of (Rs. In 000') shares (In Thousands)

11,000.00

110,000.00

11,000.00

110,000.00

8003500 Equity Shares of Rs. 10/- each fully paid up (Previous Year 1,892,200 Equity Shares of Rs. 10/- each)

8,003.50

80,035.00

8,003.50

80,035.00

Total Issued, subscribed and fully paid-up shares

8,003.50

80,035.00

8,003.50

80,035.00

Authorised: 11000000 Equity Shares of Rs. 10/- each (Previous year 11000000 Equity Shares of Rs 10/- each)

(b)

As at 31 March, 2012

Issued, subscribed and fully paid-up shares:

Reconciliation of the shares outstanding at the beginning and end of the reporting year As at 31 March, 2013

As at 31 March, 2012

Number of shares (In Thousands)

(Rs. In 000')

Number of (Rs. In 000') shares (In Thousands)

8,003.50

80,035.00

8,003.50

80,035.00

-

-

-

-

8,003.50

80,035.00

8,003.50

80,035.00

Equity Shares At the beginning of the year Issued during the year Outstanding at the end of the year (b)

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

Number of sh ar es

Shares as a percentage of total number of sh ar es

As at 31 March, 2013 Firstcall India Equity Advertisor PRI

( c)

Number of sh ar es

Shares as a percentage of total number of sh ar es

As at 31 March, 2012

850,000

10.62%

850,000

10.62%

Kavya Amit Digvijay Singh

1,900,000

23.74%

1,900,000

23.74%

Total [ 5% & above ]

2,750,000

34.36%

2,750,000

34.36%

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.

33


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

NOTE 3: RESERVES AND SURPLUS Particulars

As at 31 March, 2013

As at 31 March, 2012

(Rs. In 000')

(Rs. In 000')

(a) Statuory reserve Opening balance

1,437.00

1,437.00

1,437.00

1,437.00

137,736.75

137,736.75

Add : Premium on shares issued during the year Closing Balance (a) Securities premium account Opening balance Add : Premium on shares issued during the year

-

Closing Balance

137,736.75

137,736.75

40,841.30

33,678.56

8,909.02

7,162.74

49,750.32

40,841.30

188,924.07

180,015.05

(b) Surplus / (Deficit) in Statement of Profit and Loss Opening balance Add: Profit / (Loss) for the year Closing balance Total

NOTE 4 - LONG TERM BORROWINGS Particulars

As at 31 March, 2013

As at 31 March, 2012

(Rs. In 000')

(Rs. In 000')

(a) Loans & Advances from related party From Corporates

188,945.86

20,000.00

1,770.76

1,463.26

From Corporates

13,508.76

6,076.32

Others

36,027.90

(b) Unsecured Loans From Directors

Total

240,253.27

27,539.58

NOTE-5 OTHER CURRENT LIABILITIES Particulars

(a)

Other payables-sundry creditors

(b)

Taxes Total

34

As at 31 March, 2013

As at 31 March, 2012

(Rs. In 000')

(Rs. In 000')

269,777.70

501,221.76

1,257.43

150.11

271,035.13

501,371.87


1,373.93

Previous year

696.25

Generator 3,291.87

180.00

Motor Cycle

Total

56.80

1,639.34

719.48

35

A.

Balance as at 1 April, 2012

refregirator

Office Equipments

Computers

Tangible assets

346.57

Generator

Previous year

620.46

1,025.39

149.28

Motor Cycle

Total

40.99

404.93

23,822.90

48.64

7.95

2.20

2,292.32

-

-

-

-

-

-

-

Eliminated on disposal of a ss et s

1,025.39

24,848.29

395.21

157.23

43.19

2,451.99

21,800.66

Balance as at 31 March, 2013

-

-

-

-

-

-

-

Borrowing cost capitalised

2,266.48

46,732.44

301.04

22.77

13.61

14,187.34

32,207.68

753.47

2,266.48

349.68

30.72

15.81

1,479.66

390.61

Balance as at 31 March, 2012

3,291.87

71,580.73

696.25

180.00

56.80

16,639.34

54,008.34

Balance as at 31 March, 2013

Net block Balance as at 31 March, 2013

-

-

-

-

-

-

-

Other adjustments

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

refregirator

159.67

Office Equipments

21,471.79

Depreciation / amortisation expense for the year

328.88

-

-

-

-

-

-

-

Disposals

Gross block

Accumulated depreciation and impairment

1,917.94

68,288.86

-

-

15,000.00

53,288.86

Additions

Balance as at 1 April, 2012

Computers

Tangible assets

NOTE-6 FIXED ASSETS (CONTD.)

A.

NOTE-6 FIXED ASSETS

MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

NOTE- 7 TRADE RECEIVABLE Particulars

As at 31 March, 2013

As at 31 March, 2012

(Rs. In 000')

(Rs. In 000')

Trade receivables more than 6 months

46,630.23

Secured, considered good Trade receivables less than 6 months

514,035.27

517,688.56

-

-

514,035.27

564,318.79

514,035.27

564,318.79

Secured, considered good Less: Provision for doubtful trade receivables

Total

NOTE- 8 CASH & CASH EQUIVALENTS Particulars

(a) Cash on hand (b) Cheques, drafts on hand (c)

As at 31 March, 2013

As at 31 March, 2012

(Rs. In 000')

(Rs. In 000')

18,407.82

1,077.31

-

-

Balances with banks (i)

In current accounts

(102.27)

19,487.55

(ii)

In deposit accounts

-

-

-

-

18,305.55

20,564.86

(d) Others (specify nature) Total

36


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

NOTE- 9 SHORT TERM LOANS & ADVANCES Particulars

(a) Loans & Advances from related Party

As at 31 March, 2013

As at 31 March, 2012

(Rs. In 000')

(Rs. In 000')

3,097.08

-

(b) Advances recoverable in cash or in kind

18,738.54

18,738.54

(c)

81,700.00

81,700.00

(d) Advance for Plantation

20,035.00

20,035.00

(e) Advances for Land Levelling & Civil Works

42,536.75

42,536.75

3,851.85

1,412.12

169,959.22

164,422.41

-

-

169,959.22

164,422.41

-

-

169,959.22

164,422.41

(f)

Advance for land acqisition

Other deposits & advances

Less: Provision for other doubtful loans and advances

TDS Receivable Total

NOTE- 10 EMPLOYEE BENEFIT EXPENSES

Salaries and wages Staff Welfare Expenses

For the year ended

For the year ended

31 March, 2013

31 March, 2012

(Rs. In 000')

(Rs. In 000')

6,183.00

1,950.00

117.49

22.19

Reimbursement

239.16 6,539.64

37

1,972.19


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

NOTE- 11 OTHER EXPENSES For the year ended 31 March, 2013 (Rs. In 000') Audit Fee (as per below note (i))

393.26

Accessories

For the year ended 31 March, 2012 (Rs. In 000') 125.00

4,718.59

Advertisement Exp.

302.72

Amc Charges

250.60

-

Bank Charges

70.19

0.10

128.00

-

Brokerage Charges

96.87

Consultancy Fees

1,493.46

86.20

Conveyance and Travelling

5,546.27

231.14

47.57

50.26

Demat Charges Designing Charges

35.00

-

Director Remuneration

3,500.00

-

Electricity Expenses

1,395.77

163.84

Hotel Expenses

3,147.03

-

Office Expenses

227.29

52.07

Printing & Stationery

1,348.02

Product Development

33,445.82

Rebate & Discount

92.38

Registration Fees

162.33

241.65

Repair & Maintainance

512.20

158.34

Roc Fees

0.51

Royalty

1,200.00

Sampling Charges

69.75

Security Expenses

260.72

Service Charges

9.89

Share Transfer and Registar Exps

21.81

Telephone and Communication Expenses

160.70

Misc.Expenses

349.16 Total

58,786.76

41.65 1,349.39

Note 11 Other expenses (contd.) For the year ended 31 March, 2013 (Rs. In 000') (i)

Payments to the auditors comprises (net of service tax input credit, where applicable): As auditors - statutory audit Total

.

For the year ended 31 March, 2012 (Rs. In 000')

38

393.26

125.00

393.26

125.00


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(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 standards-28 issued by the Institute of Chartered Accountants of India.

16.

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:

2012-2013 (Rs.In ‘000)

2011-2012 (Rs.In ‘000)

8909.02

7162.73

8003.5

8003.5

1.11

0.89

10.00

10.00

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 17.

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

18.

– –

NIL NIL)

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

Nature of Relation ship

KAVYA AMIT DIGVIJAY SINGH

Key Managerial Personal

MADHAV JAGDISH AGRAWAL

Director

VIJAY DASHRATH BHAGAT

Director

NAVMEET ARORA

Director

PURABI JHAVERI

Director

MEUSE DUD P.L.

Company under Same Management

MEUSE GARB PRIVATE LIMITED

Substantial Interest of Director

DEEGESH CONSTURCTION PVT.LTD

Relative of Key Managerial Personnel

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

39


MEUSE KARA & SUNGRACE MAFATLAL LIMITED 28TH ANNUAL REPORT 2012-13

(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)

Related Party Transaction Particulars

Sales

Companies in which Key Management Entity in which Directors Directors are substantially Personnel interested are Relative of Key Management Personnel 22,21,27,184

-

-

-

-

-

Nil

18,00,000

5,56,000

19,836,482

5,42,755

248,525

Gross Loan Paid

356,935,808

-

-

Balance o/s as on 31.03.2013

186,405,001

5,42,755

1,998,099

Gross Loan Given

-

8,841,878

-

Gross Amount received

-

5,744,800

-

Balance o/s as on 31.03.2013

-

3,097,078

-

Purchases Expenses Loan Transactions Gross Loans Taken

19.

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

20.

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 DMKH & Co. Chartered Accountants FRN : 116886W

FOR AND ON BEHALF OF THE BOARD

Sd/CA. OM PRAKASH SOMANI Partner M.No:-123830

Sd/-

Sd/-

Kavya Amit Singh

Navmeet arora

Director

Director Sd/-

Place: Mumbai Date: 03-06-2013

Bhavna Patel Company Secretary

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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, W orli, 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 HELD

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 30th September, 2013 at 2.30 p.m.

SIGNATURE OF THE SHAREHOLDER OR PROXY

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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, W orli, Mumbai-400030 Maharashtra

PROXY FORM

DP ID/ CLIENT ID L.F. No.

I,W e

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 2.30 p.m. on 30th September, 2013 .

As witness my/our hand(s) this

day of

2013,

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.

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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, W orli, Mumbai-400030 Maharashtra

Dear Shareholder, Sub: Green Initiative Ministry of Corporate Affairs (“MCA”) has launched a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the Companies. MCA has issued circular nos. 17/2011 dt.21-04-2011stating that the service of notice/document by a company to its shareholders can now be made through electronic mode. In view of the above, your company proposes to henceforth send Annual Report (Audited Financial Statements, Directors’ Report, Auditors Report, etc.,) and all communications/documents such as the Notice of the Annual General Meeting, to the shareholders in Electronic Form to the email address registered with their Depository Participants. In order to join the initiative and to receive the documents in electronic from, kindly comply with the following: For Shareholders holding shares in Demat Form In case you desire to receive the aforesaid documents in electronic mode, kindly update your e-mail ID in the Demat account by contacting your Depository Participant. E-mail updated in the Demat account would be used to send documents through electronic mode. If you have already registered your e-mail ID earlier, please ignore this request. TO BE SENT DIRECTLY TO DEPOSITORY PARTICIPANT (I.E. Address where you have opened your Demat Account) DP ID/Client ID:

Name:

E-mail ID:

Signature: _____________________

PAN:

For Shareholders holding shares in Physical Form In case you desire to receive the aforesaid documents in electronic mode in lieu of Physical mode, Kindly update your e-mail ID with our Registrar and Share Transfer Agent, Sharex Dynamics (India) Private Limited by mailing your E-mail ID with the following details to sharexindia@vsnl.com TO BE SENT DIRECTLY TO DEPOSITORY PARTICIPANT (I.E. Address where you have opened your Demat Account) DP ID/Client ID:

Name:

E-mail ID:

Signature: _____________________

PAN:

For registering your e-mail address with us, you are requested to forward us this page duly filed up along with self-attested copy of your PAN Card in attached per-paid Business Reply Envelope. You are not required to affix/pay any postage expense for dispatch of the said envelop to us.

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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, W orli, Mumbai-400030 Maharashtra

Members who have not yet dematerialized their shares are requested to get their shares dematerialized at the earliest. You may also send your consent in writing to our Registrar and Share Transfer Agent to the following address: Sharex Dynamics (India) Private Limited Unit.No.1 Luthra Industrial Premises, Andheri-Kurla Road, Safed Pool, Andheri (E), Mumbai -400 072. We appreciate the “Green Initiative� taken by MCA and trust you would help implementing the e-governance initiatives of the Government. Thanking you,

Yours faithfully, For Meuse Kara &Sungrace Mafatlal Limited (Formerly known as Bio Green Industries Limited) Sd/Bhavna Patel Company Secretary

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Annual report 2013