(Formerly Known as Bio Green Industries Limited)

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

TH 27 ANNUAL REPORT2011-12

If undelivered, please return to :


Registered Office :C-24, SHUBDHA CHS, SIR POCHKHANWALA ROAD, WORLI, MUMBAI - 400 030.

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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 : [email protected] : www.karasmafatlal.com

Registrars

Sharex Dynamic (India) Pvt. Ltd. Unit-1,Luthra Industrial Premises1st Floor, Safed PoolAndheri Kurla RoadAndheri (E)- 400072Tel : 28515606,28515644Fax : 28512885Email : [email protected] : www.sharexindia.com

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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

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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

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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.

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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

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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

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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.

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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.

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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.

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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

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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

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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)

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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

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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.

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**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

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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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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

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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

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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

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9.8 Category of Shareholders as on 31st March, 2012

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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




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 : [email protected] Website : www.dmkhca.com • Ph.: 022-2891 6494 Fax : 022-28916495

To,

The Members,


(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 : [email protected] Website : www.dmkhca.com • Ph.: 022-2891 6494 Fax : 022-28916495

AUDITORS’ REPORT

To,

The Members,


(Formerly Known as Bio Green Industries Limited)

22

23




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/-



24




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)




25




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.




26




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.




27




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.


FRN. No. 116886W

Sd/-



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



Sd/-





Director Director


30




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




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



Sd/-





Director Director


32




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.



(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED) 27TH ANNUAL REPORT 2011-12



33




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.




34




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.




35




(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




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.




ParticularsAs at 31 March, 2012 As at 31 March, 2011

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


‘in ‘000

As at 31 March 2011


‘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




(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


(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





38



(FORMERLY KNOWN AS BIO GREEN INDUSTRIES LIMITED) 27TH ANNUAL REPORT 2011-12



NO

TE

6 T

AN

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AS

SE

TS

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9,75

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328,

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0,60

7.20

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00

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ce E

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1,13

2.00

1,38

8,20

4.00

1,63

9,33

6.00

138,

663.

8421

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159,

673.

251,

479,

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7511

2,46

8.16

40

refre

gira

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0-

56,7

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13.9

1

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erat

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6,25

0.00

-69

6,25

0.00

223,

714.

5512

2859

.22

346,

573.

7734

9,67

6.23

472,

535.

4525

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l1,

373,

931.

001,

917,

938.

003,

291,

869.

0062

0,45

6.97

404,

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121,

025,

391.

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266,

477.

9175

3,47

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1

NO

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add

ition

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31.0

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31.0

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P&

M 1

5 %

4

46,7

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0

173

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.00

48,2

00.0

0

29

,569

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7

96,

589.

22

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15%

P&

M 6

0 %

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51.6

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5

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1

50.9

6

166,

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86

362

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F &

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28,0

26.9

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148

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18,2

25.0

0

65

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02.6

9

68,

588.

94

1

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10%

Tota

l

4

75,0

77.6

0

3

47,7

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0

1,5

69,9

58.0

0

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0

69,

973.

52

3

31,9

83.0

2

-

2

,060

,821

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addi

tions

afte

r6

mot

hs

39




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


(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





40




(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


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


(Rs. in ‘000) (Rs. in ‘000)

Particulars




41




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



(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.)



(Rs. in ‘000) (Rs. in ‘000)

Particulars

42




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.




43




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.




44




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.


FRN. No. 116886W

Sd/-

CA. DURGESH KABRA

Partner

M. No. 044075

Place : Mumbai

Date : 3rd September 2012



Director Director





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


TH 27 ANNUAL REPORT2011-12

If undelivered, please return to :


Registered Office :C-24, SHUBDHA CHS, SIR POCHKHANWALA ROAD, WORLI, MUMBAI - 400 030.

Documents

(Formerly Known as Bio Green Industries Limited)