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MEUSE KARA & SUNGRACE MAFATLAL LTD.(Formerly Known as Bio Green Industries Limited)
TH 27 ANNUAL REPORT2011-12
If undelivered, please return to :
MEUSE KARA & SUNGRACE MAFATLAL LTD.(Formerly Known as Bio Green Industries Limited)
Registered Office :C-24, SHUBDHA CHS, SIR POCHKHANWALA ROAD, WORLI, MUMBAI - 400 030.
1
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
CORPORATE INFORMATION
BOARD OF DIRECTORS
Mr. Velamala Jagdish Non-Executive, Promoter Director
Mr. Amrut Shah Non-Executive, Promoter Director
Mr. K. Ramakrishna Reddy* Independent Director (*resigned w.e.f. 24th January 2012)
Mr. Ghanshyam Misra Independent Director
Mr. Arvind Shah* Independent Director (*resigned w.e.f. 13th January 2012)
Mr. Jiten Shah Managing Director (w.e.f 21st September 2011)
Mrs. Kavya Singh Non-Executive Director (w.e.f.26th December 2011)
Mr. Madhav Agarwal Independent Director (w.e.f. 13th January 2012)
Mr. Vijay Bhagat Independent Director (w.e.f. 24th January 2012)
AuditorsDurgesh Kabra & Co.Chartered AccountantsMumbai
Company SecretaryGauri G. Kothekar
BankersCentral Bank: Bandra-Kurla ComplexING Vysya Bank: Dadar
Registered Address
Office No. 24, Shubhadha Building ,1st Floor, Near RTO office, Sir PochkanwalaRoad, Worli,Mumbai -400030MaharashtraTel : 022-24967999Fax : 02224967999Email : info@karasmafatlal.comWebsite : www.karasmafatlal.com
Registrars
Sharex Dynamic (India) Pvt. Ltd. Unit-1,Luthra Industrial Premises1st Floor, Safed PoolAndheri Kurla RoadAndheri (E)- 400072Tel : 28515606,28515644Fax : 28512885Email : sharexindia@vsnl.comWebsite : www.sharexindia.com
2
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
NOTICE
Notice is hereby given that the Twenty Seventh Annual General Meeting of the Members of
Meuse Kara & Sungrace Mafatlal Limited (Formerly known as Bio Green Industries Limited)will be held on Friday, 28th September, 2012 at 10.00 am at Victoria Memorial School for the
Blind,73, Tardeo Road, Opp. Film Centre, Tardeo, Mumbai – 400 034 to transact the following
business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2012 and
Statment of Profit and Loss Account for the year ended on that date and the Schedules
together with the Reports of the Directors and Auditors thereon.
2. To re-appoint Mr. Velamala Jagdish who retires by rotation and being eligible, offers himself
for re-appointment.
3. To reappoint Mr. Amrut Shah, who retires by rotation and being eligible, offers himself for
re-appointment.
4. To appoint Auditors of the Company to consider and if thought fit to pass with or without
modifications, the following resolution as an Ordinary resolution :
“RESOLVED THAT M/s DMKH & Co., Chartered Accountants, Mumbai, having Firm Registration
no. 116886W, be and are hereby appointed as Statutory Auditors of the Company to hold office
from the conclusion of this Meeting till the conclusion of the next Annual General Meeting and
that the Board of Directors be and is hereby authorized to fix their remuneration for the period.”
SPECIAL BUSINESS:
5. Borrowings Powers:
a) To consider and, if thought fit, to pass with or without modification, if any, the following
resolution as an ORDINARY RESOLUTION:
“RESOLVED THAT pursuant to section 293(1)(d) and other applicable provisions of the
Companies Act,1956, consent of the members of the Company be and is hereby accorded
to the Board of Directors to borrow from time to time, any sum or sums of money for the
purpose of the Company upon such terms and conditions and with or without security as
the Board of Directors may in its discretion think fit, notwithstanding, that the money or
monies to be borrowed by the company (apart from the Company’s Bankers in the ordinary
3
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
course of business) together with the money already borrowed, may exceed the aggregate
of the Paid-up share Capital of the Company and its free reserves that is to say, reserves
not set apart for any specific purpose(s), provided however that the money or monies to
be borrowed by the Company shall not at any time exceed Rs. 300 Crores.
RESOLVED FURTHER THAT any of the Directors of the Company is authorized to do all
such acts, deeds and things as may necessary and includes to sign any document, deeds,
applications and papers as may be incidental and necessary to give effect to above
resolution..”
Date: 14th August, 2012 By Order of the Board of Directors
Place: MumbaiSd/-
Registered office: ChairmanOffice No. 24, Shubhadha Building,
1st Floor, Near RTO office,
Sir Pochkanwala Road, Worli,
Mumbai -4000300
Maharashtra
4
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
NOTES
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TOAPPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXYNEED NOT BE A MEMBER OF THE COMPANY. THE PROXY TO BE EFFECTIVE,SHOULD BE LODGED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATERTHAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
2. Members who hold shares in dematerialized form are requested to write their client ID andDP ID Nos. and those who hold shares in Physical form are requested to write their Name& Address.
3. The Register of Members and Share Transfer Books of the Company will remain closedfrom Monday, 24th September, 2012 to Friday, 28th September, 2012(both days inclusive)for the purpose of AGM.
4. Members are requested to:
I. Write to the Company at least 7 days before the date of the meeting, in case theydesire any information as regards the Audited Accounts for the financial year ended31st March 2012, so as to enable the Company to keep the information ready.
II. Bring their copy of the Annual report and the Attendance Slip at the Annual GeneralMeeting.
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 formsuch changes is to be informed to the Depository Participant (DP) and not to theCompany/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 theR&TA, if not already done.
VII. Send all Share Transfer Lodgments (physical mode)/correspondence to the R&TAof 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 tothe date of book Closure.
5
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
5. Members/Proxies are requested to bring the Attendance Slip duly filled up for attendingthe meeting.
6. Corporate Members are requested to forward a certified copy of the Board resolutionauthorizing their representatives to attend and vote at the Annual General Meeting.
7. The Company has listed its shares at the Bombay Stock Exchange Limited. The listingfees, till date, have been paid.
Details of the Directors seeking re-appointment in the forthcoming Annual General Meeting(in pursuance of Clause 49 of the Listing Agreement)
1
Name of Director Mr. Velamala Jagdish Mr. Amrut Shah Date of Birth 01/05/1965 30/08/1961 Date of Appointment 28/04/2008 12/04/2010 (28/06/2006) Expertise in specific functional areas
Having wide experience in the Technical Field.
Having last 30 years of experience handling Business, He is backbone of the Company.
Qualifications B.E. SSC Directorship held in other public companies (excluding foreign companies)
1. Bio Green Papers Limited
1. Sundaram Multi Pap Limited 2. Sundaram Recycling Limited 3. E-class Education Limited (Formerly known as Sundaram Edusys Pvt. Ltd.)
Membership/Chairmanship of Committees of other public companies (includes only Audit Committee and Shareholders’/Investors’ Grievance Committee)
Membership in Audit Committee, Investors’ Grievance Committee and Remuneration Committee
Nil
�
6
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
EXPLANATORY STATEMENT PURSUANT TO SECTION 173 OF THE COMPANIES ACT, 1956
ITEM NO. 5.
As per the provisions of Section 293(1)(d) of the Companies Act, 1956, the Board of Directors of
a Public Company cannot borrow money (apart from temporary loans obtained from the
Company’s Bankers in the ordinary course of Business) in excess of the Company’s Paid- up
Capital and Free Reserves (i.e reserves not set apart for any specific purpose) without the
consent of the shareholders in the General Meeting
A general authority is required to be obtain from the Members to meet day-to-day working
requirements of the Company
Thus the resolution set out at item no. 5 of special business of the notice is put forth for
consideration of the members as a Special Resolution.
None of the Directors of the Company are in anyway concerned or interested in said resolution.
Date: 14th August, 2012 By Order of the Board of Directors
Place: MumbaiSd/-
Registered office: ChairmanOffice No. 24, Shubhadha Building,
1st Floor, Near RTO office,
Sir Pochkanwala Road, Worli,
Mumbai -4000300
Maharashtra
7
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
DIRECTORS’ REPORT AS AT 31st MARCH 2012
To,
The Members,
The Directors’ have pleasure in presenting the Twenty Seventh Annual Report of the Companyand the Audited Statements of Accounts for the year ended 31st March 2012.
1. FINANCIAL HIGHLIGHTS:
The main Financial Highlights of the Company are given below.
Particulars As on 31/03/2012 As on 31/03/2011(Rs.) (Rs.)
Total Income 517688562 116,744,285
Profit/Loss before Interest, Deprication and Tax 10862653 5464036
Less:
Interest and Financial Cost —- —-
Profit/Loss before Deprication and Tax 10862653 5464036
Less:
Deprication 404934 130110
Deferred Tax 63548 —-
Profit/Loss after Tax 7162735 5333926
Add:
Balance brought forward from earlier years 172852306 167518380
Less:
Appropriations —- —-
Balance carried forward to Balance sheet 180015041 172852306
2. REVIEW OF OPERATIONS:
The Company’s Management has decided to change its existing line of business to“Garment Business” and main objects clause of Memorandum of Association of theCompany permits to trade and deal in textile yarns, cloth, garments; to reflect this newobject Company’s name has changed from “Bio Green Industries Limited” to “MeuseKara & Sungrace Mafatlal Limited”. Our Company has stopped harvesting of JatrophaSeed and is fully concentrating in the Garment Business.
During the month of March, the acquirer, Mrs. KavyaAmitDigvijay Singh has acquired
5,67,450 Shares to the tune of 24,67,450 and triggered the takeover code.
8
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
Thus, in the month of March there was a total turnover of Rs.52 crores approximately. Theentire turnover relates to selling of cloth and garments.
3. DIVIDEND:
In order to conserve the financial resources, your Directors do not recommend any dividendfor this financial year.
4. DIRECTORS:
Mr. V. Jagdish and Mr. Amrut P. Shah, who retires by rotation and being eligible, offerthemself for re-appointment.
5. AUDITOR’S REPORT:
The observations made in the Auditors’ Report are self-explanatory and therefore do notcall for further comments under Section 217 of the Companies Act, 1956.
6. AUDITORS:
M/s. DMKH & Co, Chartered Accountants, Mumbai, Auditors of the Company hold officeuntil the conclusion of ensuing Annual General Meeting. The Company has receivedcertificate from his Auditors to the effect that their re-appointment, if made, would bewithin prescribed limit under section 224 (1B) of The Companies Act, 1956.
7. CORPORATE GOVERNANCE:
The Company has been proactive in following the principles and practices of good CorporateGovernance. The Company has taken adequate steps to ensure that the conditions ofCorporate Governance as stipulated in Clause 49 of the Listing Agreements of the StockExchanges are complied with.
As per Clause 49 of the Listing Agreement, a Report on Corporate Governance, togetherwith Management Discussion and Analysis and Certificate from the Company’s Auditorform part of this Report.
8. DEPOSITORIES:
The Company is registered with both National Securities Depository Limited and CentralDepository Services (India) Limited. The shareholders can take advantage of holding theirscripts in dematerialized mode.
9
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
9. PERSONNEL:
There was no employee employed during the year or part of the year drawing remuneration,which falls within the purview of the provisions of section 217(2A) of the Companies Act,1956. Therefore the statement for the same is not attached.
10. FIXED DEPOSITS:
The Company has not accepted fixed deposits from public during the year under review.
11. INSURANCE:
All the assets of the Company wherever necessary and to the extent required have beeninsured.
12. STATUTORY DISCLOSURES:
None of the Directors of your Company is disqualified as per provision of Section 274(1)(g)of the Companies Act, 1956. Your Directors have made necessary disclosures, as requiredunder various provisions of the Act and Clause 49 of the Listing Agreement.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE:
The information as required under section 217(1) (e) of the Companies Act, 1956, readwith the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules,1988, with respect to conservation of energy, technology absorption and foreign exchangeearnings is given below:
A. Conservation of Energy:
The Company is not covered under the list of specified industries and hence thedisclosures under the Companies (Disclosure of Particulars in the Report of theBoard 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 thedisclosures under the Companies (Disclosure of Particulars in the Report of theBoard of Directors) Rules, 1988, as regards Technology Absorption Adaptation andInnovation is not applicable.
10
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
C. Foreign Exchange Earnings and Outgoings:
Foreign Exchange Earnings : Nil
Foreign Exchange Outgoings : Nil
14. 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:
(a) The Company has followed the applicable standards in the preparation of the AnnualAccounts and there had been no-material departure.
(b) The Directors had selected the accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financialyear 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 adequateaccounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities.
(d) The Directors have prepared the Annual Accounts on a going concern basis.
15. ACKNOWLEDGMENTS:
The Board of Directors expresses their deep gratitude for the co-operation and supportextended to your Company by its customers, Bankers and various Government agenciesand looks forward to their continued cooperation.
For and on behalf of the Board
Date: 14th August, 2012 Sd/-Place: Mumbai Chairman
11
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
MANAGEMENT DISCUSSION AND ANALYSIS
Your Company has VENTURED in the field Garment Retail, after an in-depth study of the presentmarket. Our has revealed that a few more new players can also be absorbed by the market, ifBest quality garments are provided at an affordable price. The company is fortunate enough toget 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 textilesegment, the company has started with trading in fabric, even at a thin margin. Andsimultaneously, the company is developing the retail network for the garments. The company’sproducts will be sold through Company owned Stores, Franchisee outlets and also throughMulti Brand Outlets.
The Company did a Test Launch show in “Dubai|” with famous Bollywood actress Neha Dhupia,which got very encouraging response. Now, the company has almost completed initial exerciseto develop franchisees and the First launch will be from the states of Uttar Pradesh andJharkhand and Bihar.
Details regarding Open Offer:
Open Offer by Mrs. Kavya AmitDigvijay Singh having address at Duplex No.3, C Wing, DurgeshResidency, Gangapur Road, Anandvali, Nasik – 422013 to acquire 20,80,910 fully paid up EquityShare of Rs. 10/- each representing 26% of the total paid up Equity Share Capital of the Company.
This Offer is being made by the Acquirer pursuant to Regulations 3(1)&4 of the Securities andExchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011and subsequent amendments thereto (‘Regulations’) to the Equity Shareholders, other than thePromoters and the Acquirer of Meuse Kara &Sungrace Mafatlal Limited (formerly known as BioGreen Industries Limited)
The Acquirer had acquired 19,00,000 Equity shares of Rs.10/- each representing 23.74% of theissued, subscribed, paid up and voting share capital of the Target Company on 13th March 2012vide Share Purchase Agreement. (the ‘Agreement’ or the ‘SPA’) dated 12th March, 2012 for aconsideration of Rs.10/- per Share (Negotiated Price) and has further acquired 5,67,450 EquityShares of Rs.10/- each representing 7.09% of issued, subscribed, paid up and voting share capitalof the Target Company on April 2nd, 2012 vide another Share Purchase Agreement. (the ‘Agreement’or the ‘SPA’) dated 29th March, 2012 for a consideration of Rs.10 per share (Negotiated Price)from the existing Promoters of the Target Company (hereinafter referred to as ‘Seller’).
The Open Offer Application has been delivered on 14th August 2012 to all shareholders as onIdentified Date i.e 7th August 2012.
For and on behalf of the Board
Date: 14th August, 2012 Sd/-Place: Mumbai Chairman
12
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
CORPORATE GOVERNANCE
1. Company’s Philosophy on Code of Governance
Meuse Kara & Sungrace Mafatlal Limited (Formerly known as Bio Green Industries
Limited) philosophy on corporate governance envisages the attainment of the highest
levels of transparency, accountability and equity, in all facets of its operations, and in all its
interactions with its Shareholders, Employees, and the Government. Meuse Kara &
Sungrace Mafatlal Limited believes that all its operations and actions must serve the
underlying goal of enhancing overall Shareholder value, over a sustained period of time.
2. Board of Directors
Composition and category of Directors is as follows:
Sr.No.
Name Classificationof the
Director
No. ofDirectorshipsheld in othercompanies*
No. ofBoard
MeetingsAttended
AttendedLast AGM
No. ofMemberships /Chairmanships
held oncommittees of
other Companies
1 Mr. Velamala Promoter, Membership in AuditJagdish Non-executive Committee,
Director 1 14 Yes Investors’Grievance
Committee.
2 Mr. Amrut Shah Promoter, 3 14 Yes —Non-executiveDirector
3 Mr. Jiten Shah Managing NIL 10 — —(Appointed w.e.f. Director21/09/2011)
4 Mrs.Kavya Singh Executive NIL 7 — —(Appointed w.e.f. Director26/12/2011)
5 Mr. Ghanshyam Independent NIL 14 Yes —Mishra Director
6 Mr.K.Ramakrisha Independent NIL** 10 Yes —Reddy(Resigned Directorw.e.f. 24/01/2012)
13
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
Sr.No.
Name Classificationof the
Director
No. ofDirectorshipsheld in othercompanies*
No. ofBoard
MeetingsAttended
AttendedLast AGM
No. ofMemberships /Chairmanships
held oncommittees of
other Companies
7 Mr. Arvind Shah Independent NIL** 9 Yes —(Resigned w.e.f. Director13/01/2012)
8 Mr. Vijay Bhagat Independent NIL 5 — —(Appointed w.e.f. Director24/01/2012)
9 Mr. Madhav Independent NIL 6 — —Agarwal Director(appointed w.e.f.13/01/2012)
Mr. Velamala Jadish was the Chairman of the meetings till 11.02.2011, then Mr. Madhav Agarwalis Chairman of the meeting.
During the year under review, the Board of Directors of the Company met 14 times on
14.05.2011 12.08.2011 24.08.2011 29.08.2011 21.09.2011 12.10.2011 11.11.2011
26.12.2011 13.01.2012 24.01.2012 03.02.2012 11.02.2012 16.02.2012 16.03.2012
�
Mr. Velamala Jadish was the Chairman of the meetings till 11.02.2011, then Mr. Madhav Agarwalis Chairman of the meeting.
During the year under review, the Board of Directors of the Company met 14 times on
14.05.2011 12.08.2011 24.08.2011 29.08.2011 21.09.2011 12.10.2011 11.11.2011
26.12.2011 13.01.2012 24.01.2012 03.02.2012 11.02.2012 16.02.2012 16.03.2012
as against the minimum requirement of 4 meetings.
The maximum time gap between any two meetings was not more than four calendar months.
*Number of other Directorship held by the Directors, as mentioned above, do not include alternatedirectorships 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 receivedfrom the Directors.
14
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
**The details of Number of Directorships held in other companies with respect to Mr. K.RamakrishaReddy & Mr. Arvind Shah are as on the date of the Resignation.
Details of Directors being reappointed:As per the Companies Act, 1956 two third of the directors should be retiring Directros one third ofthe Directors are required to retire every year and if eligible, these Directors qualify forreappointment.Accordingly, Mr. VelamalaJagdish and Mr. Amrut P. Shah retires by rotation at the ensuing AnnualGeneral Meeting and being eligible, offers themselves for reappointment.Mr. VelamalaJagdish, aged 47 years is a B.E. with a vast experience in the Technical Field.Mr. Amrut P. Shah, aged 51 years and having 30 years’ experience in business.
3. Audit Committee
A) Constitution of Audit Committee:
1st April 2011 to 24th January 2012:
Audit Committee Members were:
Mr. G. K Misra Chairman (Independent Director)
Mr. Kona Ramakrishna Reddy Member (Independent Director)
Mr. V. Jagdish Member (Promoter Director)
Mr. Arvind P. Shah Member (Independent Director)
From 25th January 2012 onwards:
Audit Committee Members were:
Mr. Madhav Agarwal Chairman (Independent Director)
Mr. G. K Misra Member (Independent Director)
Mr. Vijay Bhagat Member (Independent Director)
B) Meetings:The total number of meetings held during the year was four.
14.05.2011 12.08.2011 11.11.2011 11.02.2012
The constitution of Committee also meets with the requirements under Section 292A of theCompanies Act, 1956. The terms of reference of the Audit Committee are as contained in theClause 49 of the Listing Agreement.
4. Remuneration Committee
Mr. Ghanshyam Misra Chairman
Mr. Velamala Jagdish Member
Mr. Arvind Shah Member
The Remuneration Committee has been constituted to recommend/ review the remunerationpackage of the Directors based on performance and defined criteria. The remuneration policy is
15
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
directed towards rewarding performance, based on review of achievements on a periodicalbasis. The remuneration policy is in consonance with the existing Industry practice. During theyear, 1 (one) meeting was held on 21.09.2011.
Details of remuneration paid to the Directors for the year.
The aggregate value of salary, perquisites, and commission paid for the year ended 31st March2011, to Directors is NIL
The Company does not pay sitting fees to any Director.
5. Shareholders’ / Investors’ Grievance Committee
A) Constitution of Shareholders’ / Investors’ Grievance Committee:
1st April 2011 to 24th January 2012:
Shareholders’/ Investor’s Grievance Committee Members was:
Mr. Ghanshyam Misra Chairman (Independent Director)
Mr. Kona Ramakrishna Reddy Member (Independent Director)
Mr. Velamala Jagdish Member (Promoter Director)
From 25th January 2012 onwards:
Mr. Madhav Agarwal Chairman (Independent Director)
Mr. Ghanshyam Misra Member (Independent Director)
Mr. Vijay Bhagat Member (Independent Director)
B) Meetings:
The total number of meetings held during the year was four on
14.05.2011 12.08.2011 11.11.2011 11.02.2012
The Company received NIL investor complaints during the year.
6. General Body Meetings
(a) Location and place of last three Years General Meeting
Year Location Date Time
2008-09 At Regd Office 30.09.2009 11.00 a.m.
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27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
2009-10 At HotelSolitaire, NewSanjayNagar, 20.17.2010 11.00 a.m.AirportColony, Andheri(E),
Mumbai400
2010-11 At Regd Office 09.11.2011 10.00 a.m.
At Regd Office 03.03.2012 10.00 a.m.
(b) During the financial year, the company has not obtained any resolution by way ofpostal 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 AnnualGeneral Meeting and in one Extra Ordinary General Meeting:
Date ParticularsThe Company passed a Special Resolution in accordance with the section 81(1A)
30.09.2009 & other applicable provisions for further issue of shares for implementing the31.12.2010 growth plan of the company.
20.07.2010 To approve the scheme of Demerger of Meuse Kara &Sungrace& Mafatlal Limited(Formerly known as Bio Green Industries Limited) and its wholly owned subsidiaryCompany; Bio Green Papers Limited
09.11.2011 To appoint Mr. Jiten T. Shah as a Managing Director of the Company
03.03.2012 Toapproved the change in the name of the Company from Bio Green IndustriesLimited to Meuse Kara &Sungrace Mafatlal Limited
7. Disclosuresa) There were no material transactions between the Company and its Directors or
Management or their Relatives that have any potential conflict with interests of theCompany at large. Transactions with related party are disclosed elsewhere in theAnnual Report. None of the transactions have potential conflict with interest of thecompany at large.
b) Details of non-compliance by the Company, penalties, strictures imposed on theCompany by Stock Exchanges or any statutory authority, on any matter related tocapital markets, during the last three years – None.
8. Means of communicationThe Company has promptly reported all information including declaration of QuarterlyFinancial Results to the Stock Exchange where the stocks of the Company are listed. TheCompany also publishes the Audited / unaudited financial results in Free Press Journal,English Newspaper and in Navshakti Marathi Newspaper.
9. CEO/CFO CERTIFICATION:The Managing Director of the Company, have submitted a Certificate to the Board regardingthe Financial Statements and other matters as required under Clause 49(V) of the ListingAgreement
17
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
10. General Shareholder Information9.1 Annual General Meeting 28/09/2012 at 10.00 a.m.
At Regd Office of the Company at KalinaMotor Compound,Kurla KalinaRoad, Kalina, Mumbai 400029
9.2 Financial Calendar Annual General Meeting: 28.09.2012Result of First Quarter Second week of August 2011
Second Quarter Second week of Nov 2011
Third Quarter Second week of Feb 2012
Result of fourth quarter Third week of May 2012Book Closure date : 24/09/2012 to 28/09/2012 (Both Days Inclusive)
9.3 Dividend payment date : N.A9.4 Dividend payment date : N.A9.5 Listing of Equity Shares : B S E Ltd, Mumbai
Listing fees are paid fron BSE Ltd. for the financial year 2011-12.9.6 (a) Stock Code : BIOGREEN 512253
(b) Demat ISIN Numbers in NSDL & CDSL : INE 756D01013For Equity Shares.
9.7 Stock Market Data
Company Index (SENSEX)
Month High Low No. of Shares High Low
30st April,2011 8 5.52 126801 19,811.14 18,976.19
31st May ,2011 7.52 4.25 116258 19,253.87 17,786.13
30th June,2011 5.79 4.15 58121 18,873.39 17,314.38
31st July,2011 6.29 4.77 56111 19,131.70 18,131.86
31st August,2011 5.08 3.22 73269 18,440.07 15,765.53
30th September,2011 4.1 3.44 31462 17,211.80 15,801.01
31st October,2011 4.71 3.35 13836 17,908.13 15,745.43
30th November,2011 5.15 3.95 11908 17,702.26 15,478.69
31st December,2011 5 3.93 57244 17,003.71 15,135.86
31st January,2012 8.55 5.25 139999 17,258.97 15,358.02
28th February, 2012 12.15 8.5 194571 18,523.78 17,061.55
31st March, 2012 14.93 10.65 405910 18,040.69 16,920.61
�
18
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
Registrar and Transfer Agents: Sharex Dynamics (India) Pvt. Ltd (Share transfer and communication regarding Unit.no.1, Luthra Industrial Premises, share certificates, dividends and change of Andheri-Kurla Road, Safed Pool, address) Andheri (E), Mumbai - 400 072 �
Share Transfer System as per listing agreement and Companies Act, 1956
Category No. of Shares held % of Holding A. PROMOTER’S HOLDING 1 PROMOTERS Indian Promoters 955863 11.943 Foreign Promoters 0 0 2 Person acting in Concert 0 0 Sub Total 955863 11.94 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
c Foreign Institutional Investors 0 0 Sub Total 0 0 4. OTHERS a Private Corporate Bodies 1210543 15.125 b Indian Public 5775015 72.156 c NRI’s / OCB’s 19919 0.248 d Any Other: Clearing Member 42160 0.527 Sub Total 7047637 88.06 GRAND TOTAL 8003500 100
�
9.8 Category of Shareholders as on 31st March, 2012
19
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
9.9 Distribution of Share Holding as on 31.03. 2012
SHARE OR DEBENTURE HOLDING OF NOMINAL VALUE OF
SHARE/DEBENTURE HOLDERS
SHARE/DBENTURE AMOUNT
Rs. Number %of Total In Rs. % to Total Upto - 5000 1521 68.08 3041870.00 3.80
5,001 - 10,000 312 13.97 2748600.00 3.43
10,001 - 20,000 142 6.36 2244300.00 2.80
20,001 - 30,000 58 2.60 1503510.00 1.88
30,001 - 40,000 35 1.57 1264860.00 1.58
40,001 - 50,000 29 1.30 1397630.00 1.75
50,001 - 1,00,000 60 2.69 4489410.00 5.61
1,00,001 and above 77 3.45 63344820.00 79.15
TOTAL 2234 100.00 80035000 100.00
�
9.10 Dematerialization of Shares: Trading in Equity Shares of the Company is permitted only in
dematerialized form. As of 31st March, 2012, 98.50% are in dematerialized form.
9.11 (i) Investor Correspondence
For transfer/ dematerialization of shares: Sharex Dynamics (India) Pvt. Ltd
payment of dividend on shares, interest Unit.No.1 Luthra Industrial Premises,
and redemption of debentures, and Andheri-Kurla Road, Safed Pool,
any other query relating to the shares Andheri (E), Mumbai -400 072.
and debentures of the Company.
(ii) Any other query Meuse Kara & Sungrace Mafatlal Limited
(Formerly Bio Green Industries Limited)
Office no. 24 Shubhadha Building 1st Floor
Near RTO office, Sir Pochkanwala Road,
Worli, Mumbai -400030, Maharashtra
20
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
11. CODE OF CONDUCTThe Board of Directors of the Company has laid down the code of conduct for all the BoardMembers and the Senior Management of the Company and the same has been posted on thewebsite of the Company; www.karasmafatlal.com, in the compliance with the provisions of ListingAgreement with the Stock Exchanges.
All the Board Members and Senior Management Personnel of the Company have affirmedcompliance with the applicable code of conduct for the year ended 31st March, 2012. Thedeclaration from Mr. Jiten T. Shah, Managing Director, regarding the affirmation of the compliancefor the year ended 31st March, 2012, is enclosed and forms part of this report.
12. OTHER REQUIREMENTS:The Company is yet to adopt the non-mandatory requirements like sending of the half yearlyfinancial performance including summary of significant events in past six months to shareholders,restricting the tenure of the Independent Directors in the aggregate to a period of nine years onthe Board of the Company, unqualified financial statements, training of Board Members,mechanism of evaluation of Non-Executive Board Members and Whistle Blower Policy would becomplied with at an appropriate time later. The Board is taking guidance from Non-Mandatoryrequirement as mentioned in Corporate Governance. It is always an endeavor of the Board toimplement 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 BoardMembers and the Senior Management Personnel have affirmed compliance with the Company’sCode of Conduct for the year ended 31st March, 2012.
Jiten T. Shah
Sd/-Managing Director
Mumbai on this 14th Day of August 2012
We have examined the compliance of corporate governance by M/S MEUSE KARA & SUNGRACE
MAFATLAL LIMITED (Formerly Known as Bio Green Industries Limited)for the year ended 31st
March, 2012 as stipulated in Clause 49 of the Listing Agreement of the Company with the Stock
Exchange.
The Compliance of conditions of Corporate Governance is the responsibility of the Management.
Our examination was limited to procedures and implementation thereof, adopted by the company
for ensuring the compliance of the conditions of the Corporate Governance. It is neither as audit
nor an expression of opinion on the financial statements of the company.
In our opinion and to the best of our information and according to explanations given to us, we
certify that the Company has complied with the conditions for Corporate Governance as stipulated
in the above mentioned Listing Agreement except for the appointment of a Whole Time Secretary
as required under Section 383A of the Companies Act, 1956.
We state that none of the Investor Grievances is pending for a period exceeding one month, as
at 31st March, 2012 against the Company as per records maintained by the Shareholders/Investors
Grievance Committee.
We further state that such compliance is neither an assurance as to the future viability of the company
nor the efficiency or effectiveness with which the management of the company has conducted the
affairs of the Company.
DMKH & CO.CHARTERED ACCOUNTANTS
C-9, Sanjay Apartments, Near Gokul Hotel, SVP Road, Borivali (W), Mumbai - 400 092.E-mail : info@dmkhca.com Website : www.dmkhca.com • Ph.: 022-2891 6494 Fax : 022-28916495
To,
The Members,
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(Formerly Known as Bio Green Industries Limited)
Auditor’s Certificate on Compliance of the conditions of Clause 49 of the Listing
Agreement (Corporate Governance) for the year ended 31st March, 2012.
For DMKH & CO.
Chartered Accountants
FRN. No. 116886W
Sd/-
CA. DurgeshkabraPartnerM.No. 044075
Place : MumbaiDate : 3rd September 2012
21
1. We have audited the attached Balance Sheet of M/S MEUSE KARA & SUNGRACE MAFATLAL
LIMITED (Formerly known as Bio Green Industries Limited) as at 31st March 2012, the
statement of Profit & Loss and also the Cash Flow Statement for the year ended on that date
annexed thereto. These financial statements are the responsibility of the company’s
management. Our responsibility is to express an opinion on these financial statements based
on our audit.
2. We conducted our audit in accordance with auditing standards generally accepted in India.
Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial Statements are free of material misstatements. An audit includes
examining, on test basis, evidence supporting the amounts and disclosure in the Financial
Statements. An audit also includes assessing the accounting principles used and significant
estimates made by the Management, as well as evaluating the overall Financial Statement
presentation. We believe that our audit provides reasonable basis for our opinion.
3. As required by the Companies (Auditor’s Report) Order, 2003 as amended by Companies
(Auditor’s Report) (Amendment) Order, 2004, issued by Central Government of India in terms
of sub section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure
a statement on the matters specified in paragraph 4 and 5 of the said order.
4. Further to our comments in the Annexure referred to above, we state that:
We have obtained all the information and explanation which, to the best of our knowledge
and belief, were necessary for the purpose of our audit.
i. In our opinion, proper books of accounts as required by law have been kept by the Company
so far as appears from our examination of those books.
ii. The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with
by this report are in agreement with the books of accounts.
DMKH & CO.CHARTERED ACCOUNTANTS
C-9, Sanjay Apartments, Near Gokul Hotel, SVP Road, Borivali (W), Mumbai - 400 092.E-mail : info@dmkhca.com Website : www.dmkhca.com • Ph.: 022-2891 6494 Fax : 022-28916495
AUDITORS’ REPORT
To,
The Members,
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(Formerly Known as Bio Green Industries Limited)
22
23
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
iii. In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement
dealt with by this report comply with the Accounting Standards referred to in sub section
(3C) of section 211 of the Companies Act, 1956.
iv. On the basis of written representation received from the directors, as on March 31, 2012
and taken on record by the Board of Directors, we report that none of the Directors is
disqualified as on March 31, 2012 from being appointed as a Director in terms of clause
(g) of sub-section (1) of Section 274 of the Companies Act, 1956.
v. In our opinion and to the best of our information and according to the explanations given
to us, the said accounts give the information required by the Companies Act, 1956 in
the manner so required and give true and fair view in conformity with the accounting
principles generally accepted in India.
(i) In the case of Balance Sheet, of the state of affairs of the company as at 31st
March, 2012,
(ii) In the case of the Statement of Profit & Loss, of the profit for the year ended
on that date, and
(iii) In the case of the Cash Flow Statement, of the cash flows for the year ended
on that date.
For DMKH & CO.Chartered AccountantsFRN. No. 116886W
Sd/-
CA. DurgeshkabraPartnerM.No. 044075
Place : MumbaiDate : 3rd September 2012
24
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
On the basis of such checks as were considered appropriate and according to the information and
explanation given to us during the course of audit, we state that :-
i.
a. The Company has maintained proper records showing full particulars, including quantitative
details and situation of fixed assets.
b. The assets have been physically verified by the management in accordance with the
phased programme of verification adopted by the Company. In our opinion, the frequency
of verification is reasonable having regard to the size of the Company and nature of
fixed assets, no material discrepancies have been noticed in respect of assets physically
verified during the year.
c. No substantial part of the fixed assets has been disposed off during the year.
ii.
a. The inventory has been physically verified by the management at reasonable intervals
during the year.
b. In our opinion, the procedures for physical verification of inventory followed by the
management are reasonable and adequate in relation to the size of the Company and
the nature of its business.
c. The Company is maintaining proper records of inventory. The discrepancies noticed on
verification between the physical stocks and book records were not material.
iii.
a. The Company has not granted loans to any parties covered in register maintained under
section 301 of The Companies Act,1956,hencepara (b),(c) & (d) is not applicable to the
company
e. The Company has taken loans from three parties covered in the register maintained
under section 301 of The Companies Act, 1956. Maximum amount outstanding during
the period is Rs. 2,26,91,264/- and year end balance is also Rs. 2.26,91,264/-
ANNEXTURE TO THE AUDITORS’ REPORT
(Referred to in paragraph 3 of Auditors’ Report of even date on the financial statements as at and
for the year ended 31st March, 2012)
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
25
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
f. In our opinion, rate of interest and other terms and conditions of loans taken by the
Company, are not prejudicial to the interest of the Company.
g. There are no stipulations as to repayment of principal and interest amount.
iv. In our opinion and according to the information and explanations given to us, there is adequate
internal control system commensurate with the size of the Company and the nature of its business
for the purchase of inventory and fixed assets and for the sale of goods and services. During
the course of our audit, no major weakness has been noticed in the internal control system.
v. According to the information and explanations given to us, we are of the opinion that the company
has not entered into any contracts or arrangements referred to in section 301 of the Companies
Act, 1956.
vi. In our opinion and according to the information and explanations given to us, the Company
has not accepted any deposits within the meaning of section 58A, 58AA or any other relevant
provisions of the Companies Act, 1956 and the rules framed there under.
vii. The Company does not have a formal system of Internal Audit, but there are adequate checks
& controls at all level established by the management.
viii. According to the information and explanation given to us the maintenance of cost records
has not been prescribed by the Central Government under clause (d) of sub-section (1) of
section 209 of the Companies Act, 1956 for any of the activities of the company.
ix.
a. The Company is generally regular in depositing undisputed statutory dues including
Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance,
Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and
other material statutory dues applicable to the company with the appropriate authorities.
According to the information and explanation given to us, there are no undisputed amounts
payable in respect of the aforesaid statutory dues were outstanding as at the last day
of the financial year for a period of more than six months from the date they became
payable.
b. According to the records of the Company, there are no dues of Income Tax, Sales Tax,
Service Tax, Customs Duty, Wealth Tax, Excise Duty, Cess which have not been deposited
on account of any dispute.
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
26
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
x. The Company does not have any accumulated losses as at 31st March, 2012. The company
has not incurred cash losses during the financial year covered by our audit and immediately
preceding financial year.
xi. According to the records of the Company examined by us and the information and explanation
given to us, we are of the opinion that the Company has not defaulted in repayment of dues
to financial institutions, banks or debenture holders as at the Balance sheet date.
xii. Based on our examination of documents and records and according to the information and
explanation given to us, we are of the opinion that the Company has not granted any loans
and/or advances on the basis of security by way of pledge of shares, debentures and other
securities.
xiii. In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore,
the provisions of clause 4 (xiii) of the Order are not applicable to the Company.
xiv. The Company has maintained proper records of the transactions and contracts for dealing
or trading in shares, securities, debentures and other investments and timely entries have
been made therein. All shares, securities, debentures and other investment have been held
by the company, in its own name except to the extent of the exemption granted under section
49 of the Companies Act, 1956, and save for certain shares which are either lodged for transfer
or held with transfer forms.
xv. In our Opinion, and according to the information and explanations given to us, the Company
has not given any guarantee for loans taken by others from Banks or Financial Institutions
during the year.
xvi. In our Opinion, and according to the information and explanations given to us, the Company
did not have any term loans outstanding during the year.
xvii. According to the information and explanations given to us and on an overall examination of
the cash flow statements and balance sheet of the company, in our opinion, the funds raised
on short-term basis have, prima facie, not been used for long-term investment.
xviii. During the year the Company has not made any preferential allotment of shares to the parties
covered and recorded in the register maintained under section 301 of the Companies Act 1956.
xix. According to the information and explanations given to us, during the period covered by our
audit report, the company had not issued any debentures.
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
27
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
xx. The Company has not raised any money by way of public issue during the year.
xxi. During the course of our examination of the books and records of the Company, carried out
in accordance with the generally accepted auditing practices in India and according to the
information and explanations given to us, we have neither come across any instance of fraud
on or by the Company, noticed or reported during the year, nor have we been informed of
such case by the management..
For DMKH & CO.
Chartered Accountants
FRN. No. 116886W
Sd/-
CA. DurgeshkabraPartnerM.No. 044075
Place : MumbaiDate : 3rd September 2012
MEUSE KARA & SUNGRACE MAFATLAL LIMITED(Formerly BIO GREEN INDUSTRIES LTD)
28
BALANCE SHEET AS AT 31ST MARCH, 2012
Particulars Note No. As at 31 March, 2012 As at 31 March, 2011
‘in ‘000 ‘in ‘000
A EQUITY AND LIABILITIES1 Shareholders’ funds
(a) Share capital 2 80,035.00 80,035.00(b) Reserves and surplus 3 180,015.05 172,852.31
260,050.05 252,887.312 Non-current liabilities
(a) Long-term borrowings 4 27,539.58 1,228.00(b) Deferred tax liabilities (net) 63.55 -(c) Other long-term liabilities - -(d) Long-term provisions - -
27,603.13 1,228.003 Current liabilities
(a) Short-term borrowings - -(b) Trade payables - -(c) Other current liabilities 5 501,371.88 -(d) Short-term provisions 3,231.44 -
504,603.31 -TOTAL 792,256.49 254,115.31
B ASSETS1 Non-current assets
(a) Fixed assets(i) Tangible assets 6 2,266.48 753.47(ii) Intangible assets - -(iii) Capital work-in-progress 22,168.42 22,168.42(iv) Intangible assets under development - -(v) Fixed assets held for sale - -
24,434.90 22,921.89(b) Non-current investments - -(c) Deferred tax assets (net) - -(d) Long-term loans and advances - -(e) Other non-current assets - -
- -2 Current assets
(a) Trade receivables 7 564,318.79 46,630.23(b) Cash and cash equivalents 8 20,564.86 494.21(c) Short-term loans and advances 9 164,422.41 163,553.45(d) Inventory 18,515.53 20,515.53
767,821.60 231,193.41
TOTAL 792,256.49 254,115.31
The accompanying notes are an integral part of 1the financial statements
In terms of our report attached
For DMKH & Co.Chartered Accountants
Sd/-
C.A. DURGESH KABRAPartnerM. No. 044075
Place : MumbaiDate : 03-09-2012
For and on behalf of the board
Sd/- Sd/-Kavya Amit Singh Jiten T. Shah
Director Director
Sd/-Gauri G. KothekarCompany Secretary
MEUSE KARA & SUNGRACE MAFATLAL LIMITED(Formerly BIO GREEN INDUSTRIES LTD)
29
STATEMENT FOR PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2012
Particulars Note No.For the year ended
‘in ‘000 ‘in ‘000
A CONTINUING OPERATIONS
1 Revenue from operations(gross) 517,688.56 116,744.29
2 Other income - -
3 Total revenue 517,688.56 116,744.29
4 Expenses(a) Purchases of Stock-in-Trade 503,504.33 114,336.81(b) Changes in inventories of finished goods, - -4,450.36work-in-progress and stock-in-trade(c) Employee benefits expense 10 1,972.19 -(d) Finance costs - -(e) Depreciation and amortisation expense 6 404.93 130.11(f) Other expenses 11 1,349.39 1,393.80
Total expenses 507,230.84 111,410.36
5 Profit / (Loss) before exceptional and extraordinary 10,457.72 5,333.93items and tax (3 - 4)
6 Exceptional items - -
7 Profit / (Loss) before extraordinary items and tax (5 + 6) 10,457.72 5,333.93
8 Extraordinary items - -
9 Profit / (Loss) before tax (7 + 8) 10,457.72 5,333.93
10 Tax expense:(a) Current tax expense for current year 3,231.44 -(b) (Less): MAT credit - -(c) Current tax expense relating to prior years -(d) Net current tax expense - -(e) Deferred tax 63.55 -
3,294.99 -
11 Profit / (Loss) for the year 7,162.74 5,333.93
12 Earnings per share (of Rs. 10/- each):Basic & duitled 0.89 0.67
The accompanying notes are an integral partof the financial statements
31 March, 2012For the year ended
31 March, 2011
In terms of our report attached
For DMKH & Co.Chartered Accountants
Sd/-
C.A. DURGESH KABRAPartnerM. No. 044075
Place : MumbaiDate : 03-09-2012
For and on behalf of the board
Sd/- Sd/-Kavya Amit Singh Jiten T. Shah
Director Director
Sd/-Gauri G. KothekarCompany Secretary
30
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2012
Particulars For the year ended31 March, 2011
Amount
A. Cash flow from operating activities
Net Profit / (Loss) before extraordinary items and tax 10,457,720.88 5,333,926.38Adjustments for:
Depreciation and amortisation 404,934.12 130,110.00Provision for impairment of fixed assets and intangibles -Finance costs
Interest income -Net unrealised exchange (gain) / loss 10,862,655.00 5,464,036.38
Operating profit / (loss) before working capital changes 10,862,655.00 5,464,036.38Changes in working capital:
Adjustments for (increase) / decrease in operating assets:Inventories 2,000,000.00 - 4,450,361.00Trade receivables -517,688,562.00 -34,877,506.00Short-term loans and advances -868,962.00 489,300.00
Adjustments for increase / (decrease) in operating liabilities:Trade payables 501,221,763.00Other current liabilities 150,113.00 3,912,214.00Other long-term liabilities -Short-term provisions -Long-term provisions -15,185,648.00 - -34,926,353.00
-4,322,993.00 -29,462,316.62Cash flow from extraordinary items - -Cash generated from operations -4,322,993.00 -29,462,316.62Net income tax (paid) / refunds -
Net cash flow from / (used in) operating activities (A) -4,322,993.00 -29,462,316.62
B. Cash flow from investing activitiesCapital expenditure on fixed assets, including capital advances -4,836,684.00Proceeds from sale of fixed assetsPurchase of long-term investments -1,917,938.00
- Others -Proceeds from sale of long-term investments 35,000,000.00
- OthersInterest received
- Others --1,917,938.00 30,163,316.00
Net income tax (paid) / refunds - -
Net cash flow from / (used in) investing activities (B) -1,917,938.00 30,163,316.00
For the years ended31 March, 2011
Amount Amount Amount
31
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2012 (CONTD..)
Particulars For the yera ended31 March, 2011
Amount
For the yera ended31 March, 2011
Amount Amount Amount
C. Cash flow from financing activitiesUnsecured loan - -500,000.00Proceeds from long-term borrowings 26,311,583.00Tax on dividend - 26,311,583.00 - -500,000.00
Cash flow from extraordinary items - -
Net cash flow from / (used in) financing activities (C) 26,311,583.00 -500,000.00
Net increase / (decrease) in Cash and 20,070,652.00 200,999.4cash equivalents (A+B+C)Cash and cash equivalents at the beginning of the year 494,205.00 293,205.00Effect of exchange differences on restatement of foreign - -currency Cash and cash equivalentsCash and cash equivalents at the end of the year 20,564,863.00 494,204.38Reconciliation of Cash and cash equivalentswith the Balance Sheet:(a) Cash on hand 1,077,310.00
(b) Cheques, drafts on hand(c) Balances with banks
- In current accounts 19,487,554.00- In deposits accounts -
See accompanying notes forming part of the 20,564,864.00 -financial statements
In terms of our report attached
For DMKH & Co.Chartered Accountants
Sd/-
C.A. DURGESH KABRAPartnerM. No. 044075
Place : MumbaiDate : 03-09-2012
For and on behalf of the board
Sd/- Sd/-Kavya Amit Singh Jiten T. Shah
Director Director
Sd/-Gauri G. KothekarCompany Secretary
32
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
ACCOUNTING POLICIES AND NOTES FORMING PART OF THE ACCOUNTS
NOTE 1 :
SIGNIFICANT ACCOUNTING POLICIES :
(a) Corporate Information
Brief Business Activity - Trading in Garment Fabric
Place of Business -
C-24, Ground Floor,
Shubhdha CHS., Sir Pochkhanwala Road,
Worli, Mumbai - 30.
1. Basis of Preparation of Financial Statements
The financial statements have been prepared to comply in all material respects with the
accounting standards notified by Companies (Accounting Standards) Rules 2006, (as amended)
and the relevant provisions of the Companies Act,1956 (“the Act”). The financial statements
have been prepared under the historical cost convention on an accrual basis in accordance
with accounting principles generally accepted in India. The accounting policies have been
consistently applied by the Company and are consistent with those used in previous year.
2. Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial
statements and the results of operations during the reporting period. Although these estimates
are based upon management’s best knowledge of currentevents and actions, actual results
could differ from these estimates.
3. Revenue recognition
Revenue from sale of goods is recognized when significant risk and rewards of ownership
are transferred to the customers. Sales are net of sales return and trade discount. Revenue
from services is recognized as and when services are rendered and related costs are incurred,
in accordance with the terms of the specific contracts.
All other income is accounted on accrual basis.Dividend income is accounted on cash basis.
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED) 27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
33
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
4. Fixed Assets
(i) Tangible fixed assets
Tangible fixed assets are stated at cost, less accumulated depreciation and impairment
losses, if any. Cost comprises the purchase price and any attributable cost of bringing
the asset to its working condition for its intended use. Any trade discounts and rebates
are deducted in arriving at the purchase price. Borrowing costs directly attributable to
acquisition of fixed assets which take substantial period of time to get ready for its intended
use are also included to the extent they relate to the period till such assets are ready
to be put to use.
(ii) Intangible fixed assets
Intangible assets acquired separately are measured on initial recognition at cost. Following
initial recognition, intangible assets are carried at cost less accumulated amortization
and accumulated impairment losses, if any. Intangible assets are amortized on a basis
which is estimated to be the useful life of the asset.
5. Depreciation
Depreciation has been provided on Straight Line Method at the rates and in the manner prescribed
in Schedule XIV of the Companies Act, 1956 on pro-rata basis from the date assets have
been put to use.
6. Impairment of assets
Assets are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is recognized in accordance
with Accounting Standard-28 “Impairment of Assets”, for the amount by which the asset’s carrying
amount exceeds its recoverable amount as on the carrying date. The recoverable amount is
higher of the asset’s fair value less costs to sell vis-à-vis value in at the lowest levels for
which there are separately identifiable cash flows.
7. Investments
Long term investments are stated at cost. Provision for diminution in the value of long term
investments is made only if such decline is of a permanent nature.
Current investments are carried individually, at the lower of cost and fair value. Costs of
investments include acquisition charges such as brokerage, fees and duties.
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
34
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
8. Inventories
Inventories are valued at cost or net realizable value whichever is lower.
9. Taxation
Provision for current tax is made as per the provisions of the Income-tax Act, 1961.
Deferred tax for the year is recognized on timing difference, being the difference between
taxable incomes and accounting income that originates in one period and is capable of reversal
in one or more subsequent periods.
The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are
recognized using the tax rates that have been enacted or substantively enacted by the balance
sheet date. Deferred tax assets are recognized only to the extent there is a reasonable certainty
that the assets can be realized in future, however when there is unabsorbed depreciation or
carry forward loss under taxation laws, deferred tax assets are recognized only if there is a
virtual certainty of realization of such assets.
10. Provision, Contingent Liabilities and Contingent Assets
Provisions involving substantial degree of estimation in measurement are recognized when
there is a present obligation as a result of past events and it is probable that there will be
an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the Notes.
Contingent Assets are neither recognized nor disclosed in the financial statements.
(l) Retirement Benefits
Liabilities in respect of bonus, gratuity, retirement benefit & leave encashment is being accounted
for on cash basis.
(m) Earnings per share
The earnings considered in ascertaining the company’s EPS comprise of the net profit after
tax as per Accounting Standard 20 on “Earnings Per Share”, issued by the Institute of Chartered
Accountants of India. The number of shares used in computing basic EPS is the weighted
average number of shares outstanding during the period. The diluted EPS is calculated on
the same basis as basic EPS, after adjusting for the effects of potential dilutive equity shares
unless the effect of the potential dilutive equity shares is anti-dilutive.
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
35
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
(n) Cash flow statement
Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary
items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals
or accruals of past or future cash receipts or payments. The cash flows from operating, investing
and financing activities of the Company are segregated based on the available information.
36
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
NOTES FORMING PART OF FINANCIAL STATEMENTS
NOTE 2 : SHARE CAPITAL
(c) Terms/rights attached to equity shares
The Company has only one class of equity shares having a par value of Rs.10 per share.Eachholder of equity shares is entitled to one vote per share.
The Company decleres and pays dividend in Indian Rupees. The dividend proposed by theBoard of directors is subject to the approval of the shareholders in ensuing Annual GeneralMeeting. In event of liquidation of the Company,the holders of equity shares would be entitledto receive remaining assets of the Company, after distribution of all preferential amounts. TheDistribution will be in proportion to the number of equity shares held by the shareholders.
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
ParticularsAs at 31 March, 2012 As at 31 March, 2011
Number of shares(In Thousands)
Number of shares(In Thousands)
(Rs. In 000') (Rs. In 000')
(a) Authorised:11000000 Equity Shares of Rs. 10/- each 11,000.00 110,000.00 11,000.00 110,000.00(Previous year 11000000 Equity Shares ofRs 10/- each)
(b) Issued, subscribed and fully paid-up shares:8003500 Equity Shares of Rs. 10/- each 8,003.50 80,035.00 8,003.50 80,035.00fully paid up(Previous Year 1,892,200 Equity Shares ofRs. 10/- each)
Total Issued, subscribed and fully paid-up shares 8,003.50 80,035.00 8,003.50 80,035.00
(a) Reconciliation of the Shares outstanding at the beginning and end of the reporting year
Equity SharesAt the beginning of the year 8,003.50 80,035.00 8,003.50 80,035.00Issued during the year - - - -
Outstainding at the end of the year 8,003.50 80,035.00 8,003.50 80,035.00
As at 31 March 2012
Number of shares(In Thousands)
‘in ‘000
As at 31 March 2011
Number of shares(In Thousands)
‘in ‘000
(b) Shares held by each shareholder holding more than 5% of equity share capital:
Firstcall India Equity Advertisor PRI 850,000 10.62% 850,000 10.62%
Kavya Amit Digvijay Singh 1,900,000 23.74%
Total [ 5% & above ] 2,750,000 34.36% 850,000 10.62%
As at 31 March 2012
Number ofshares
Shares as apercentage of total
number of share
As at 31 March 2011
Number ofshares
Shares as apercentage of total
number of shareName of the Shareholder
37
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
(a) Statutory ReservesOpening balance 1,437.00 1,437.00Add: Premium on share issued during the yearClosing balance 1,437.00 1,437.00
(a) Securities Premium accountOpening balance 137,736.75 137,736.75Add: Premium on shares issued during the year -Closing balance 137,736.75 137,736.75
(b) Surplus / (Deficit) in Statement of Profit and LossOpening balance 33,678.56 28,344.63Add: Profit / (Loss) for the year 7,162.74 5,333.93
Closing balance 40,841.30 33,678.56
Total 180,015.05 172,852.31
NOTE 3 RESERVES AND SURPLUS
As at 31 March, 2012 As at 31/3/2011
(Rs. in ‘000) (Rs. in ‘000)Particulars
(a) Unsecured Loans
From Directors 1,463.26
From Corporates 26,076.32 1,228.00
Total 27,539.58 1,228.00
NOTE 4 LONG TERM BORROWING
As at 31 March, 2012 As at 31/3/2011
(Rs. in ‘000) (Rs. in ‘000)Particulars
(a) Other payables - sundry creditors 501,221.76 -
(b) Taxes 150.11 -
Total 501,371.88 -
NOTE 5 OTHER CURRENT LIABILITIES
As at 31 March, 2012 As at 31/3/2011
(Rs. in ‘000) (Rs. in ‘000)Particulars
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
38
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED) 27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
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39
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
Trade receivables more than 6 months 46,630.23 -
Secured, considered good
Trade receivables less than 6 months 517,688.56 46,630.23
Secured, considered good
Less: Provision for doubtful trade receivables - -
564,318.79 46,630.23
Total 564,318.79 46,630.23
NOTE 7 TRADE RECEIVABLE
As at 31 March, 2012 As at 31/3/2011
(Rs. in ‘000) (Rs. in ‘000)Particulars
(a) Cash on hand 1,077.31 467.42(b) Cheques, drafts on hand - -(c) Balances with banks
(i) In current accounts 19,487.55 26.78(ii) In deposit accounts - -
(d) Others (specify nature) - -
Total 20,564.84 494.21
NOTE 8 CASH & CASH EQUIVALENTS
As at 31 March, 2012 As at 31/3/2011
(Rs. in ‘000) (Rs. in ‘000)Particulars
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
40
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
(a) Advances recoverable in cash or in kind 18,738.54 18,738.54
(b) Advance for land acqisition 81,700.00 81,700.00
(c) Advance for Plantation 20,035.00 20,035.00
(d) Advances for Land Levelling & Civil Works 42,536.75 42,536.75
(e) Other deposits & advances 1,412.12
164,422.41 163,010.29
Less: Provision for other doubtful loans and advances - -
163,010.29
TDS Receivable -
543.16
Total 164,422.41 163,553.45
NOTE 9 SHORT TERM LOANS & ADVANCES
As at 31 March, 2012 As at 31/3/2011
(Rs. in ‘000) (Rs. in ‘000)Particulars
Salaries and wages 1,950.00 -
Staff Welfare Expenses 22.19 -
1,972.19 -
NOTE 10 EMPLOYEE BENEFIT EXPENSES
For the year ended31st March, 2012
For the year ended31st March, 2011
(Rs. in ‘000) (Rs. in ‘000)
Particulars
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
41
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
Audit Fee (as per below note (i)) 125.00 75.00Advertisement Exp. 96.87 85.83Bank Charges 0.10 19.65Demat Charges 50.26 47.25Electricity Expenses 163.84 149.85Listing & registration fees 241.65 265.32Office Exp 52.07 49.75Professional Fees 86.20 92.79Repair & Maintainance 158.34 156.39Rebates & Discounts A/C 92.38 96.00service Charges 9.89 9.70Telephone Charges 41.65 39.75Travelling Expenses 231.14 306.53
Total 1,349.39 1,393.80
NOTE 11 OTHER EXPENSES
For the year ended31st March, 2012
For the year ended31st March, 2011
(Rs. in ‘000) (Rs. in ‘000)
Particulars
(i) Payments to the auditors comprises 125.00 75.00
(net of service tax input credit, where applicable):
As auditors - statutory audit
Total 125.00 75.00
NOTE 12 OTHER EXPENSES (CONTD.)
For the year ended31st March, 2012
For the year ended31st March, 2011
(Rs. in ‘000) (Rs. in ‘000)
Particulars
42
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(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. The Company has not received the required information from suppliers regarding their status
under the Micro, Small and Medium Enterprises Development Act, 2006. Hence disclosures,
if any, relating to amounts unpaid as at the year end together with interest paid/payable as
required under the said Act have not been made.
17. Earnings Per Share (AS-20) :
The Earning Per Share computed as per the requirement under Accounting Standard 20 on
Earning Per Share issued by The Institute of Chartered Accountant of India, is as under:
2011-2012 2010-2011(RS. in ‘000) (RS. in ‘000)
Profit Attributable to Equity Share Holders (After Tax) 10457.71 5333.93
Weighted Average Number of Equity Share (Nos.) 8003500 8003500
Basic / Diluted Earnings Per Share 2.39 0.67
Face Value per Equity Share 10.00 10.00
18. 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.
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
43
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
19. Accounts payable to Small Scale Industrial Undertaking under the head of
Sundry Creditors – NIL
(Previous Year – NIL)
20. Related Party Transaction :
Related Parties and Nature of Relationship:
Related Party Nature of Relationship
AMRUT PREMJI SHAH Director
VELAMALA JAGDISH Director
GHANSHYAM KRISHNA MISRA Director
VIJAY DASHRATH BHAGAT Director
MADHAV JAGDISH AGRAWAL Director
KAVYA AMIT DIGVIJAY SINGH Director
JITEN TALAKCHAND SHAH Director
MEUSE GARAB PRIVATE LIMITED Substantial Interest of Director
Note : Related Parties as disclosed by the management and relied upon by auditors.
Related party Transaction
ParticularsCompanies in
which Directorsare substantially
interested
KeyManagement
Personnel
Relative ofKey Management
Personnel
Purchases 503,504,327 -- --
Loan Transactions
Gross Loans Taken 20,000,000 2,691,264 --
Balance o/s as on 31.03.2012 523,504,327 2,691,264 --
21. Segment Information (AS-17)
Company has only one segment of activity namely “Trading and Financial Activities”. Since
there is No export turnover, there are no reportable geographical segments.
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
44
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
22. The Revised Schedule VI has become effective from 1 April, 2011 for the preparation of financial
statements. This has significantly impacted the disclosure and presentation made in the financial
statements. Previous year’s figures have been regrouped/reclassified wherever necessary to
correspond with the current year’s classification/disclosure.
For DMKH & CO.
Chartered Accountants
FRN. No. 116886W
Sd/-
CA. DURGESH KABRA
Partner
M. No. 044075
Place : Mumbai
Date : 3rd September 2012
For and on behalf of the board
Sd/- Sd/-Kavya Amit Singh Jiten T. Shah
Director Director
Sd/-Gauri G. KothekarCompany Secretary
27TH ANNUAL REPORT 2011-12
MEUSE KARA & SUNGRACE MAFATLAL LIMITED
(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED)
MEUSE KARA & SUNGRACE MAFATLAL LIMITED(Formerly known as Bio Green Industries Limited)
Registered Office: Office No. 24, Shubhadha Building, 1st Floor Near RTO office,Sir Pochkanwala Road, Worli, Mumbai-400030 Maharashtra
ATTENDANCE SLIP
Members or their proxies are requested to present this for admission, duly signed in accordance with their
specimen signatures registered with the Company. The admission will, however, be subject to verification
of signatures and such other checks, as may be necessary.
NAME & ADDRESS OF DP ID/CLIENT ID NO. OFTHE SHAREHOLDER LEDGER FOLIO SHARES HELD
I hereby record my presence at the ANNUAL GENERAL MEETING of the Company held on 28th September,
2012 at 10.00 a.m.
SIGNATURE OF THE SHAREHOLDER OR PROXY
45
MEUSE KARA & SUNGRACE MAFATLAL LIMITED(Formerly known as Bio Green Industries Limited)
Registered Office: Office No. 24, Shubhadha Building, 1st Floor Near RTO office,Sir Pochkanwala Road, Worli, Mumbai-400030 Maharashtra
PROXY FORM
DP ID/ CLIENT ID L.F. No. :
I, We _____________________________________________________________________________ of
_______________________________ being a member / members of Meuse Kara & Sungrace Mafatlal
Limited (Formerly known as Bio Green Industries Limited) hereby appoint _____________
___________________________________ of ________________________ as my/our proxy to vote for
me /us and on my/our behalf at the Annual General Meeting of the Company to be held at 10.00 a.m. on
28th September 2012.
As witness my/our hand(s) this __________ day of _______ 2012,
46
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.
Affix aRs.1
RevenueStamp
MEUSE KARA & SUNGRACE MAFATLAL LTD.(Formerly Known as Bio Green Industries Limited)
TH 27 ANNUAL REPORT2011-12
If undelivered, please return to :
MEUSE KARA & SUNGRACE MAFATLAL LTD.(Formerly Known as Bio Green Industries Limited)
Registered Office :C-24, SHUBDHA CHS, SIR POCHKHANWALA ROAD, WORLI, MUMBAI - 400 030.
Recommended