mynk1906 industries india limited annual report ......mynk1906 industries india limited (formerly...
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MYNK1906 INDUSTRIES INDIA LIMITED (FORMERLY KNOWN AS MEUSE KARA & SUNGRACE MAFATLAL LIMITED) 29TH ANNUAL REPORT 2013-14
CORPORATE INFORMATION
Board of Directors
Mrs. Kavya Singh Managing Director
Mr. Navmeet Arora CEO and WTD
Mr. Vijay Bhagat Independent Director
Ms. Purabi Jhaveri Independent Director
Auditors
BRR & ASSOCIATES
Chartered Accountants
Hyderabad
Bankers
HDFC Bank: Thane Branch
Registered Address Registrars
14, Floor- G, Plot -9/11, Bhupen
Chambers,
Sharex Dynamic (India) Pvt. Ltd. Unit-1, Luthra Industrial
Premises
Dalal Street, Bombay Stock Exchange,
Fort. 1st Floor, Safed Pool
Mumbai -400001 AndheriKurla Road
Maharashtra Andheri (E)- 400072
Tel :02222641005 Tel : 28515606,28515644
Fax : ----- Fax : 28512885
Email : [email protected] Email : [email protected]
Website : www.karasmafatlal.com Website : www.sharexindia.com
NOTICE
Notice is hereby given that the Twenty Ninth Annual General Meeting of the Members of
MYNK1906 Industries India Limited (Formerly known as Meuse Kara & Sungrace Mafatlal
Limited ) will be held on Tuesday, 23rd September, 2014 at 2.30 p.m. at Victoria Memorial
School for the Blind,73, Tardeo Road, Opp. Film Centre, Tardeo, Mumbai – 400 034 to transact
the following business:
ORDINARY BUSINESS:
1. To consider and adopt the audited financial statement of the Company for the financial
year ended March 31, 2014, the reports of the Board of Directors and Auditors thereon.
2. To appoint a Director in place of Mr. Navmeet Arora [DIN-06459329] who retires by
rotation in terms of Article 101 of the Articles of Association of the Company and being
eligible, offers himself for reappointment.
3. To appoint Auditors of the Company to consider and if thought fit to pass with or
without modifications, the following resolution as an Ordinary resolution:
“RESOLVED THAT pursuant to the provisions of Sections 139 and other applicable provisions, if any, of the Companies Act, 2013 and subject to approval of members,
M/s. P. C. Surana & Co, Chartered Accountant, Mumbai, be and are hereby appointed as Statutory Auditor of the Company to fill up the casual vacancy caused by the
resignation of M/s. BRR & Associates, Chartered Accountants, Mumbai, and to hold office of the auditor till the conclusion of the AGM of the Company as per term
prescribed by Companies Act,2013 (subject to ratification of their appointment at
every AGM), on a remuneration to be determined by the Board of Directors of the
Company, based on the recommendations of the Audit Committee.”
SPECIAL BUSINESS:
ORDINARY RESOLUION
4. Appointment of Mr. Vijay D. Bhagat as an Independent Director:
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 the provisions of Sections 149,152 and other
applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules framed thereunder as read with Schedule IV to the Act, as amended from time to time, Mr.
Vijay D. Bhagat (DIN: 05180170), a non-executive Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in
Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, with effect from September
23, 2014 upto March 31, 2017.”
5. Appointment of Mr. Anand Singh as an Independent Director:
To consider and if thought fit, pass, with or without modification (s) the
following Resolution as an Ordinary Resolution
“RESOLVED THAT pursuant to provisions of Section 149, 152 read with Schedule
IV and all other applicable provisions of Companies Act, 2013 and the Companies
(Appointment and Qualification of Directors) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force) and Clause 49 of
Listing Agreement, Mr. Anand Singh, who was appointed as an additional director of
the Company by the Board of Directors with effect from 23rd August, 2014 and who
holds office until the date of this AGM, in terms of section 161 of Companies Act 2013, and in respect of whom the Company has received a notice in writing from a
member under section 160 of Companies Act 2013 signifying his intention to
propose Mr. Anand Singh as a candidate for the office of a Director of the Company
be and is hereby appointed as an Independent Director of the Company, not liable to
retire by rotation, to hold office for the balance period of his appointment i.e upto
27th July, 2016 from the date of this General Meeting or until further orders from
Govt. of India, whichever is earlier”.
6. Appoint Ms. Purabi Jhaveri as Chairman and Managing Director:
To consider and if thought fit, to pass with or without modification(s) the
following resolution as an ordinary resolution:
“RESOLVED THAT subject to the provisions of sections 2(54), 196, 197, 198 and
203 and other applicable provisions, if any, of the Companies Act, 2013, read with
Schedule V to the Companies Act, 2013 and the Rules made thereunder (including
any statutory modification or re-enactment thereof) consent of the Company be and
is hereby accorded to the appointment of Ms. Purabi Jhaveri as Chairman and
Managing Director of the Company from 23rd August, 2014 to 31st March, 2016 on
the terms and conditions including remuneration set out in the Agreement entered
between the Company and Ms. Purabi Jhaveri with specific authority to the Board of
Directors to vary the terms and conditions of appointment including remuneration
payable to Ms. Purabi Jhaveri provided that the remuneration payable to Ms. Purabi
Jhaveri shall not exceed the maximum limits for payment of managerial
remuneration specified in the Companies Act, 2013.”
“RESOLVED FURTHER THAT the Board of Directors and be and is hereby
authorized to do all acts, deeds, matters and things as may be considered necessary,
desirable or expedient to give effect to this resolution.”
SPECIAL RESOLUTION
7. To increase in Authorised Capital:
To consider and if thought fit, pass, with or without modification (s) the
following Resolution as a Special Resolution
“RESOLVED THAT, pursuant to the provisions of Section 61 and all other applicable
provisions, if any, of the Companies Act, 2013, read with the relevant Rules thereof
(including any statutory modification(s) or re-enactment(s) thereof for the time
being in force) and pursuant to the provisions of the Memorandum and Articles of
Association of the Company, the Authorized Share Capital of the Company be and is
hereby authorized to be increased from Rs.11,00,00,000/-(Rupees Eleven crores
only) divided into divided into 1,00,00,000 (One crores) Equity Shares of face value of
Rs. 10/-(Rupees Ten) each and 10,00,000/- (Ten Lacs) Preference Shares of face value of Rs. 10/- (Rupees Ten)”, by creation of additional 40,00,000 (Forty Lacs)
Equity Shares of Rs. 10/- each ranking pari passu in all respect with the existing
Equity Shares.
RESOLVED FURTHER THAT, the Memorandum of Association of the Company be
and is hereby altered by substituting the existing Clause V thereof with the following
new Clause V:
“V. The Share Capital of the Company is Rs.15,00,00,000/-(Rupees Fifteen
crores only) divided into 1,40,00,000/- (One Crore Forty Lacs only)Equity Shares of face value of Rs. 10/- (Rupees Ten) each and 10,00,000 (Ten Lac)
Preference Shares of face value of Rs. 10/- (Rupees Ten)”.
RESOLVED FURTHER THAT, for the purpose of giving effect to this Resolution, the Board or a Committee thereof, be and is hereby authorized to do all such acts, deeds,
matters and things and to give such directions as may be necessary or expedient and
to settle any question, difficulty or doubt that may arise in this regard, as the Board or
a Committee in its absolute discretion may deem necessary or desirable and its
decision shall be final and binding.”
8. Issue of Equity Shares on Preferential basis:
To consider and if thought fit, pass, with or without modification (s) the
following Resolution as an Special Resolution
“RESOLVED THAT in accordance with the provisions of section 62 and other
applicable provisions if any of the Companies Act, 2013 and rules thereunder (including any statutory modification or re-enactment thereof for the time being in
force), the Memorandum and Articles of Association of the Company, Listing Agreements entered into by the Company with the stock exchanges where the equity
shares of the Company are listed and in accordance with the existing guidelines issued by the Securities and Exchange Board of India (SEBI) and subject to all other
applicable laws, rules, regulations, circulars and guidelines and subject to such necessary approvals, consents, permissions and / or sanctions of the Government of
India, Reserve Bank of India, Foreign Investment Promotion Board, Secretarial of
Industrial Approvals under the Foreign Exchange Management Act, 1999 (including
any statutory modification or reenactment thereof, for the time being in force) and
other applicable laws, and subject to such terms and conditions as may be determined by the board of directors of the Company (herein after referred to as “The Board”
which expression shall include a committee , constituted for the time being in force, thereof ) and subject to such conditions and modifications as may be prescribed or
imposed by any of them while granting such approvals, consents, permissions or
sanctions and agreed to by the Board, the consent and approval of the Company be
and is hereby accorded to Board and the Board be and is hereby authorised to offer,
issue and allot on preferential basis, up to 37,71,500 (Thirty Seven Lacs Seventy One
Thousand and Five Hundred) Equity Shares of Face Value of Rs. 10/- each at a price of
Rs. 12.5/- per share (including premium of Rs. 2.5/- per share) aggregating to
Rs.4,71,43,750/- (Rupees Four Crores Seventy One Lacs Forty Three Thousand Seven
Fifty only)to Non Promoters, being the price which is in accordance with the
guidelines for Preferential Issue contained in Chapter VII of the SEBI (issue of Capital
and Disclosure Requirement) Regulations, 2009, (SEBI ICDR Regulations”) persons
mentioned below on a Preferential basis:
Sr. No.
Name of the proposed
Allottees
Address of the Proposed
Allottees
No of equity
shares to be
allotted
No. of shares %
Category
Allottee is:
QIB/MF/FI/Trust
/Banks
Pre-Issue
Post-Issue
Pre-Issue
Post-Issue
1
Ms. Shivani
Mishra
Nidhish
Bhawan, Near
Bhawsar Market, Gandhi
Ward, Kothibazar, Dist.
: Betul, Madhya Pradesh –
460001
538785 NIL 538785 NIL 4.35 Non-
Promoter
No
2
M/s. Deegesh
Construction pvt. Ltd
1103 Ashadeep
Building9 Hailey Road,NewDelhi-
110001
538785 NIL 538785 NIL 4.35 Non-
Promoter
No
3
Mr. Anil
Sharma
26-27, Vishram Nagar, Surat City – 395004
538786 NIL 538786 NIL 4.35 Non-
Promoter
No
4
Mr. Sailesh
Rewal
96, Rajaput Mohalla, Sesavas, Th. Jhunjhunu, Dist - Jhunjhunu
538786 NIL 538786 NIL 4.35 Non-
Promoter
No
5
M/s. Mitigate
Trading Pvt Ltd
C-23, Shubdha
CHS, Sir Pochkhanwala
Road, Worli-
400030
538786 NIL 538786 NIL 4.35 Non-
Promoter
No
“RESOLVED FURTHER THAT the Equity Shares on Preferential basis shall be issued by the company on the following terms and conditions:
The equity shares to be issued on preferential basis to above allottees shall be locked in for a
period as prescribed under SEBI (Issue of Capital and Disclosure Requirement) Regulations,
2009.
The entire amount of the value per share i.e. Rs. 12.5/- per share (Including a share premium
of Rs. 2.5/- per share) to be paid at the time of application”
“RESOLVED FURTHER THAT for the purpose of giving effect to the said Special Resolution
u/s 62 and other applicable provisions of the Companies Act, 2013 the Board of Directors of
the Company are hereby Authorized to take such steps and to do all such acts, deeds , matters
and things and agree and accept any alteration(s) or amendment(s) or correction(s) or
modification(s) as they deem fit and appropriate and give such directions / instructions as
may be necessary to settle any question or difficulty for the offer / issue and allotment of
Equity Shares in such manner as may be deemed fit and appropriate by the Board of
Directors and or any legal / regulatory body, to be most beneficial to the company.”
“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby
Authorized to delegate any or all the powers conferred upon it by this resolution, to any
committee formed thereof for the powers conferred upon it by this resolution, to any
individual so Authorized by the Board.“
“RESOLVED FURTHER THAT the shares referred to above shall in all respect rank pari-
passu with the existing fully paid up equity shares of the company, provided that they shall confer on the holders of the right to dividend, if any, for the financial year in which they are
allotted pari-passu from the date of allotment of new shares.”
“RESOLVED FURTHER THAT the Board of Directors of the company be and are hereby Authorized to determine the terms and conditions of the issue including face value, quantity,
issue price (Including Price range), manner of calls etc. in such manner as the Board may
deem fit and proper in its absolute discretion to be most beneficial to the company and to
approach SEBI and / or any other competent authority to do all such acts, deeds , matters and
things as may be necessary, appropriate and proper or expedient for giving effect to the above Resolution.”
6
M/s.
Queen Tiles
Pvt Ltd
C-1, 704,
Fressia,
Neelkanth
Green, Mulla
Baug, Manpada, Thane West-
400607
538786 NIL 538786 NIL 4.35 Non-
Promoter
No
7
M/s.
Queen Stone
Pvt Ltd
B-2, 502, Daisy,
Neelkanth
Green,
Manpada- 400607
538786 NIL 538786 NIL 4.35 Non-
Promoter
No
“RESOLVED FURTHER THAT the funds so raised shall be fulfill the additional fund requirements for capital expenditure including acquisition of companies / business, funding
long term working capital requirements, marketing, setting up of offices abroad and for other approved corporate purposes.”
“RESOLVED FURTHER THAT the relevant date in relation to the shares for the purpose of
determining the issue price under SEBI (Issue of Capital and Disclosure Requirements)
Regulation, 2009 relating to the Equity issue shall be August 22, 2014.
By Order of the Board of Directors
Date: 23rd August, 2014 Sd/-
Place: Mumbai
Registered office:
14, Floor- G, Plot -9/11,
Bhupen Chambers,
Dalal Street, Bombay Stock Exchange,
Fort, Mumbai- 400001.
Chairman
NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ABOVE MEETING IS
ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE
INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE
COMPANY. A person can act as proxy on behalf of members not exceeding fifty (50)
and holding in the aggregate not more than ten percent of the total share capital of
the Company carrying voting rights.
THE PROXY FORM SHOULD BE LODGED WITH THE COMPANY AT LEAST 48 HOURS
BEFORE THE SCHEDULED COMMENCEMENT OF THE MEETING.
Revenue stamp should be affixed on the proxy Form. Forms which are not stamped
are liable to be considered invalid. It is advisable that the Proxy holder’s signature
may also be furnished in the Proxy Form, for identification purposes. The relevant
Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in
respect of Item Nos. 4 to 8 mentioned in the above Notice is annexed hereto.
2 The Register of Members and Share Transfer Books of the Company will remain
closed from Monday, 22nd September, 2014 to Tuesday, 23rd September, 2014 (both
days inclusive) for the purpose of AGM.
3 Electronic copy of the Notice of the 29th Annual General Meeting of the Company inter
alia indicating the process and manner of e-voting along with Attendance Slip and
Proxy Form is being sent to all the members whose email-ids are registered with the
Company /Depository Participant(s) for communication purposes unless any
member has requested for a hard copy of the same. For members who have not
registered their email address, physical copies of the Notice of the 29th Annual
General Meeting of the Company inter alia indicating the process and manner of e-
voting along with Attendance Slip and Proxy Form is being sent in the permitted
mode.
4 Members may also note that the Notice of the 29th Annual General Meeting and the
Annual Report for 2013-14 will also be available on the company’s web-site
www.karasmafatlal.com for their download. The physical copies of the aforesaid
documents will also be available at the Company’s Registered office in Mumbai for
inspection during normal business hours on working days. Even after registering for
e-communication, members are entitled to receive such communication in physical
form, upon making a request for the same, by post free of cost. For any
communication, the shareholders may also send requests to the Company’s investor
email id:
Voting through electronic means:
I. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20
of the Companies (Management And Administration) Rules, 2014, read with clause
35B of the Listing Agreement, the Company is pleased to provide members facility to
exercise their right to vote at the 29th Annual General Meeting (AGM) by electronic
means and the business may be transacted through e-voting Services provided by
Central Depository Services Limited (CDSL). The instructions for e-voting are as
under:
A. In case a member receives an email from CDSL [for members whose email IDs are
registered with the Company / Depository Participant(s)]:
The instructions for shareholders voting electronically are as under:
The voting period begins on 19th September, 2014 at 10.00 a.m. and ends on 19th
September, 2014 upto 06.00 p.m. During this period shareholders’ of the Company,
holding shares either in physical form or in dematerialized form, as on the cut-off
date (record date) of 22nd August,2014, may cast their vote electronically. The e-
voting module shall be disabled by CDSL for voting thereafter.
(i) The shareholders should log on to the e-voting website www.evotingindia.com.
(i) Click on Shareholders.
(ii) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio
Number registered with the Company.
(iii) Next enter the Image Verification as displayed and Click on Login.
(iv) If you are holding shares in demat form and had logged on to www.evotingindia.com
and voted on an earlier voting of any company, then your existing password is to be
used.
(v) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
• Members who have not updated their PAN with the Company/Depository
Participant are requested to `use the first two letters of their name and the
last 8 digits of the demat account/folio number in the PAN field.
• In case the folio number is less than 8 digits enter the applicable number of
0’s before the number after the first two characters of the name in
CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 100
then enter RA00000100 in the PAN field.
DOB Enter the Date of Birth as recorded in your demat account or in the company
records for the said demat account or folio in dd/mm/yyyy format.
Dividend
Bank
Details
Enter the Dividend Bank Details as recorded in your demat account or in the
company records for the said demat account or folio.
• Please enter the DOB or Dividend Bank Details in order to login. If the
details are not recorded with the depository or company please enter the
number of shares held by you as on the cut off date in the Dividend
Bank details field.
(i) After entering these details appropriately, click on “SUBMIT” tab.
(ii) Members holding shares in physical form will then directly reach the Company
selection screen. However, members holding shares in demat form will now reach
‘Password Creation’ menu wherein they are required to mandatorily enter their login
password in the new password field. Kindly note that this password is to be also used
by the demat holders for voting for resolutions of any other company on which they are
eligible to vote, provided that company opts for e-voting through CDSL platform. It is
strongly recommended not to share your password with any other person and take
utmost care to keep your password confidential.
(iii) For Members holding shares in physical form, the details can be used only for e-voting
on the resolutions contained in this Notice.
(iv) Click on the EVSN for the relevant MYNK1906 Industries India Limited on which you
choose to vote.
(v) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the
option “YES/NO” for voting. Select the option YES or NO as desired. The option YES
implies that you assent to the Resolution and option NO implies that you dissent to the
Resolution
(vi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution
details
(vii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A
confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else
to change your vote, click on “CANCEL” and accordingly modify your vote
(viii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify
your vote
(ix) You can also take out print of the voting done by you by clicking on “Click here to print”
option on the Voting page
(x) If Demat account holder has forgotten the same password then Enter the User ID and
the image verification code and click on Forgot Password & enter the details as
prompted by the system
(xi) Note for Non – Individual Shareholders and Custodians
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian
are required to log on to www.evotingindia.com and register themselves as Corporates
• A scanned copy of the Registration Form bearing the stamp and sign of the entity
should be emailed to [email protected]
• After receiving the login details they have to create a compliance user should be
created using the admin login and password. The Compliance user would be able to
link the account(s) for which they wish to vote on
• The list of accounts should be mailed to [email protected] and on
approval of the accounts they would be able to cast their vote
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have
issued in favour of the Custodian, if any, should be uploaded in PDF format in the
system for the scrutinizer to verify the same
(i) In case you have any queries or issues regarding e-voting, you may refer the Frequently
Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com,
under help section or write an email to [email protected]
(ii) Mrs. Sargem Agrwal, practicing Company Secretary (Membership No. ACS: 24569) has
been appointed as the Scrutinizer to Scrutinize the e-voting process in a fair and
transparent manner
(iii) The Scrutinizer shall within a period not exceeding three (3) working days from the
conclusion of the e-voting period unblock the votes in the presence of at least two (2)
witnesses not in the employment of the Company and make a Scrutinizer’s Report of
the votes cast in favour or against, if any, forthwith to the Chairman of the company
(iv) The Results shall be declared on or after the AGM of the Company. The Results declared
along with Scrutinizer’s Report shall be placed on the Company’s Website
www.karasmafatlal.com and the website of CDSL within two (2) working days of
passing the resolution at the AGM of the Company and communicated to the Stock
Exchanges
1. The Annual Report 2013-14 of the Company circulated to the Members of the
Company, will be made available on the Company’s website at www.karasmafatlal.com
and also on the website of the respective Stock Exchanges at www.bseindia.com
2. Nomination Form
Members holding shares in physical form and desirous of making a nomination in
respect of their shareholding in the Company as permitted under Section 72 of the
Companies Act, 2013 read with Rules made thereunder are requested to send the
prescribed Form SH.13 to the Corporate/ Registered Office of the Company. The Form
SH.13 for the purpose would be available on the Company’s website for download
3. The Register of Directors and Key Managerial Personnel and their shareholding,
maintained under Section 170 of the Companies act, 2013, will be available for
inspection by the members at the AGM
4. Members/Proxies are requested to bring the Attendance Slip duly filled up for
attending the meeting
5. Corporate Members are requested to forward a certified copy of the Board resolution
authorizing their representatives to attend and vote at the Annual General Meeting
6. Members are requested to bring their ID for attending the General Meeting
7. Members are requested to Quote Registered Folio Number or DP ID/Client ID in all the
correspondence
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:
In conformity with the provisions of Section 102 of the Companies Act, 2013, the following
Explanatory Statement sets out all material facts relating to Special Business mentioned in the
accompanying Notice and should be taken as forming part of the Notice.
ITEM NO.4
The Company had, pursuant to the provisions of Clause 49 of the Listing Agreement entered
with the Stock Exchanges, appointed Mr. Vijay Bhagat as Independent Director, in compliance
with the requirements of the said clause.
As per the provisions of Section 149(4) which has come into force with effect from 1st April,
2014, every listed company is required to have at least one-third of the total number of Directors as Independent Directors. Further, Section 149(10) of the Act provides that an
Independent Director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation pursuant to Section 149(13) read with Section
152 of the Act.
The Securities and Exchange Board of India (SEBI) has amended Clause 49 of the Listing
Agreement which would be effective from October 1, 2014 inter alia stipulates the conditions
for the appointment of Independent Directors by a listed company.
In compliance with the provisions of Section 149 and 152 read with Schedule IV of the Act, Mr. Vijay Bhagat be and is hereby placed before the Members in General Meeting for their approval
for appointment as Independent Director w.e.f. 23rd September,2014 to 31st March,2017.
ITEM NO.5
The Board, at its meeting held on 23rd August, 2014, had appointed Mr. Anand Singh as an
Additional Director of the Company with immediate effect, pursuant to Section 161 of the
Companies Act, 2013. Hence, he will hold office upto the date of ensuing AGM.
The Company has received a notice in writing under the provisions of Section 160 of the
Companies Act, 2013, from a member proposing the candidature of Mr. Anand Singh for the
office of Independent Director, to be appointed as such under the provisions of Section 149 of
the Companies Act, 2013
The matter regarding appointment of Mr. Anand Singh as Independent Director was placed
before the Nomination and Remuneration Committee, which commends his appointment as an
Independent Director Upto 31st March, 2017.
Mr. Anand Singh is another director of the Company; he is a Graduate in Arts. He is involved in
marketing activities of company, his 10 plus years of experience with India’s largest
publication has brought a lot of value edition in company’s marketing strategy.
The Board recommends the resolution set forth in Item no. 5 for the approval of the members.
ITEM NO.6
The Board of Directors at their Meeting held on 23rd August, 2014 decided to the appointment
of Ms. Purabi Jhaveri as Chairman and Managing Director of the Company from 23rd August,
2014 to 31st March, 2016 on the terms and conditions including remuneration set out in the
Agreement entered between the Company and Ms. Purabi Jhaveri with specific authority to the
Board of Directors to vary the terms and conditions of appointment including remuneration
payable to Ms. Purabi Jhaveri provided that the remuneration payable to Ms. Purabi Jhaveri
shall not exceed the maximum limits for payment of managerial remuneration specified in the
Companies Act, 2013.
In the event of Ms. Purabi Jhaveri ceasing to be an Independent Director at any time, during the aforesaid period of service and is being appointed as a Managing Director of the Company, Ms.
Purabi Jhaveri shall continue as a Chairman and Managing Director of the Company on such Terms and Conditions as may be decided by the Board.
ITEM NO.7
The Chairman of the Board at its Meeting held on 23rd August, 2014 stated that Company needs
to develop its business across the India and due to this the Company need to raise the funds from Public. Therefore, the board has decided to increased its present Authorised Capital of the
Company pursuant to the provisions of Section 61 and all other applicable provisions, if any, of the Companies Act, 2013, read with the relevant Rules thereof (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force) and pursuant to the provisions of the Memorandum and Articles of Association of the Company, the Authorized
Share Capital of the Company be and is hereby authorized to be increased from
Rs.11,00,00,000/-(Rupees Eleven crores only) divided into divided into 1,00,00,000 (One
crores) Equity Shares of face value of Rs. 10/-(Rupees Ten) each and 10,00,000/- (Ten Lacs)
Preference Shares of face value of Rs. 10/- (Rupees Ten)”, by creation of additional 40,00,000
(Forty Lacs) Equity Shares of Rs. 10/- each ranking pari passu in all respect with the existing Equity Shares.
ITEM NO.8
As per Section 62 of the Companies Act, 2013, approval of shareholders in the General Meeting is required for allotment of shares on preferential basis and hence the resolution is placed
before the shareholders.
The Directors recommended the resolution for your approval.
None of the directors are deemed to be interested in this resolution.
The required disclosure as per Regulation 73(1) of SEBI ICDR Regulations regarding Proposed
issue is as under:-
1. Objects of this issue: - The object of the issue is to fulfill the additional fund requirements for capital expenditure including acquisition of companies / business, funding long term
working capital requirements, marketing, setting up of offices abroad and for other approved corporate purposes.
2. Intention of Promoters /Directors /Key management persons to subscribe to the
offer: None of the Promoters / Director / Key Management Person intends to subscribe to
the Proposed Preferential Allotment.
Shareholding pattern before and after the issue:-
The shareholding pattern before and after completion of the proposed preferential issue would be as under:-
Pre – Preferential
issue Post Preferential Issue
Sr.
No. Category
No. of
shares
% of
Capital No. of shares
% of
Capital
A Promoters Holding
1 Indian Promoters 3229207 37.42 3229207 26.04
Foreign Promoters Nil Nil Nil Nil
2 Persons Acting in Concert Nil Nil Nil Nil
Sub-Total 3229207 37.42 3229207 26.04
B Non-Promoter Holding
1 Institutional investors
Mutual Funds Nil Nil Nil Nil
Banks, FIs, Insurance
companies
Nil Nil Nil Nil
NRIS/OCBs Nil Nil Nil Nil
FIIs Nil Nil Nil Nil
Sub-Total Nil Nil Nil Nil
2 Others
Private Body Corporate 11,62,286 13.47 3856215 31.10
Indian Public
Individuals 42,13,960 48.84 5291531 42.67
NRI 16,863 0.20 16,863 0.14
Clearing Members 6,184 0.07 6,184 0.05
Sub-Total 5399293 62.58 9170793 73.96
Grand Total 8628500 100.00 1,24,00,000 100.00
Notes:-
The above shareholding pattern has been prepared on the basis of shareholding as on June 30, 2014 as provided by the Registrar and Share Transfer Agent.
The Post-issue Shareholding Pattern has been arrived on the assumption that 37, 71,500 equity
shares to be issued and allotted as fully paid to Non Promoters.
3. Proposed Time within which the allotment shall be completed: The allotment of
shares on Preferential basis shall be completed within 15 days from the date of
shareholders approval provided where the allotment on preferential basis is pending on
account of any approval by any regulatory authority or Central Government as per SEBI
Guidelines, the allotment shall be completed within 15 days from the date of such
approval.
4. The Identity of the proposed allottees and the percentage of post preferential issue
capital that may be held by him:
The proposed allottees were interested to invest in our company and they approached us
in the past when the company decided to raise funds by way of issue of Equity share on
preferential basis for expanding existing finance related activities and for working capital
etc. Subsequently the company approached the allottees to find out their intention to
subscribe to preferential issue and the proposed allottees have given their consent to
subscribe to the same. The percentage of the post-preferential issue capital held by the
proposed allottees is follows:-
Sr.
No.
Name of the
proposed
Allottees
Address of the
Proposed Allottees
No of
equity
shares to
be allotted
No. of shares %
Categ
ory
Allot
tee
is:
QIB/
MF/
FI/Trust/
Banks
Pre-
Issue
Post-
Issue
Pre-
Issue
Post-
Issue
1
Ms. Shivani
Mishra
Nidhish Bhawan,
Near Bhawsar
Market, Gandhi
Ward, Kothibazar,
Dist. : Betul, Madhya Pradesh – 460001
538785 NIL 538785 NIL 4.35 Non-
Promo
ter
No
2
M/s. Deegesh
Construction
pvt Ltd
1103 Ashadeep
Building9 Hailey
Road,NewDelhi-
110001
538785 NIL 538785 NIL 4.35 Non-
Promo
ter
No
3
Mr. Anil
Sharma
26-27, Vishram Nagar, Surat City – 395004
538786 NIL 538786 NIL 4.35 Non-
Promo
ter
No
4
Mr. Sailesh Rewal
96, Rajaput Mohalla, Sesavas, Th. Jhunjhunu, Dist - Jhunjhunu
538786 NIL 538786 NIL 4.35 Non- Promo
ter
No
5. Lock- In: - The equity shares to be allotted on preferential basis shall be subject to lock in
as per the applicable SEBI - ICDR Regulations, 2009
6. Change in the control or composition of the Board:
There will neither be any change in the composition of the Board nor any change in the
control of the Company on account of the proposed preferential allotment. However,
there will be corresponding changes in the shareholding pattern as well as voting rights
consequent to preferential allotment.
7. Price of the issue: - The shares are proposed to be allotted on preferential basis at a
price of Rs. 12.5/- per share including premium of Rs. 2.5/- per share, which is higher
than the price arrived at as per SEBI ICDR Regulations, 2009.
8. The Certificate issued by M/s. Surana and Co., Chartered Accountant as to the Pricing of
the issue and that this preferential issue of securities is being made in accordance with
the guidelines on Preferential Allotment issued by SEBI is being placed before the
shareholders at the Meeting and also available for inspection at the Registered Office of
the company during the business hours on any working days.
9. In terms of SEBI (ICDR) Regulations, 2009, MYNK1906 Industries India Limited
(Formerly known as Meuse Kara & Sungrace Mafatlal Limited )hereby undertakes
that:
- It shall re-compute the price of the specified securities in terms of the provision of these regulations where it is required to do so
-If the amount payable on account of the re-computation of price is not paid within the
time stipulated in these regulations, the specified securities shall continue to be locked-
in till the time such amount is paid by the allottees
10. In view of the above, it is proposed to issue up to 37,71,500 (Thirty Seven Lacs Seventy
One Thousand and Five Hundred) each of Rs.10/- fully paid-up to Non promoters on
preferential basis at the price of Rs.12.5/-(Rupees Twelve and Fifty Paisa Only) per
share (Including a premium of Rs.2.5/- per share) . This is higher than the minimum issue price calculated in accordance with the criteria given under the SEBI ICDR
Regulations, 2009.
5
M/s. Mitigate
Trading Pvt
Ltd
C-23, Shubdha CHS,
Sir Pochkhanwala
Road, Worli- 400030
538786 NIL 538786 NIL 4.35 Non-
Promo
ter
No
6
M/s.
Queen Tiles
Pvt Ltd
C-1, 704, Fressia,
Neelkanth Green,
Mulla Baug,
Manpada, Thane
West- 400607
538786 NIL 538786 NIL 4.35 Non-
Promo
ter
No
7
M/s.
Queen Stone
Pvt Ltd
B-2, 502, Daisy,
Neelkanth Green,
Manpada- 400607
538786 NIL 538786 NIL 4.35 Non-
Promo
ter
No
11. The Consent of the shareholders is being sought pursuant to the provision of section 62 and other applicable provisions of the companies Act, 2013, if any, and in terms of
provisions of the Listing Agreements executed by the company with the Stock Exchange in India in which the company’s shares are listed.
None of the Directors are deemed to be interested in this resolution
The Board recommends the special resolution set out in the notice for approval by the
members
By Order of the Board of Directors
Date: 23rd August, 2014 Sd/-
Place: Mumbai
Registered office:
14, Floor- G, Plot -9/11,
Bhupen Chambers,
Dalal Street, Bombay Stock Exchange,
Fort, Mumbai- 400001.
Chairman
DIRECTORS’ REPORT
TO THE MEMBERS OF MYNK1906 INDUSRIES INDIA LIMIED
(FORMERLY KNOWN AS MEUSE KARA & SUNGRACE MAFATLAL LIMITED)
The Directors have pleasure to present their 29th Annual Report and the Audited Annual Accounts for the
Year ended 31st March, 2014.
FINANCIAL RESULTS:
The main Financial Highlights of the Company are given below.
Particulars
Year Ended 31st
March, 2014
Year Ended
31st March,
2013
(Rs. In 000) (Rs. In 000)
Total Income 66,56,131.29 18,46,500.00
Profit/Loss before Tax 80,084.87 14,334.66
Profit/Loss after Tax 71,976.90 8,909.021
Balance brought forward from earlier years 49,750.32 40841.30
Transfer to General Reserve/ Balance carried forward to Balance
sheet 1,21,727.20
49,750.32
REVIEW OF OPERATIONS:
During the year under review, your company has achieved a gross turnover of Rs.652 Crores against the
last year turnover of Rs.185 Crores showing a growth of 352%. Your Directors are hopeful that in the
current financial year, company will achieve higher growth accompanied with better results.
SHARE CAPITAL:
During the year, the company has converted 6,25,000 Zero Percent Convertible Preference Shares into
Equity shares at Rs.12/- as per Rs.10/- each as face value and Preimium of Rs. 2/-each . Total Paid Share
Capital is increased to 86, 28,500 equity shares.
DIVIDEND:
In order to conserve the financial resources, your Directors do not recommend any dividend for this
financial year.
DIRECTORS:
The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with
Stock Exchanges, appointed Mr. Anand Singh as an Additional Director of the Company w.e.f. 23rd August,
2014.
Mrs. Kavya Amit Singh has resigned from the post of Managing Director from the Company w.e.f. 23rd
August, 2014.
General Meeting (AGM) of the Company: - Mr. Navmeet Arora, Director, retires by rotation and being
eligible has offered himself for re-appointment.
AUDITORS:
M/s. P. C. Surana & Co, Chartered Accountant, Mumbai, be and are hereby appointed as Statutory Auditor
of the Company to fill up the casual vacancy caused by the resignation of M/s. BRR & Associates,
Chartered Accountants, Mumbai, and to hold office of the auditor till the conclusion of the AGM of the
Company as per term prescribed by Companies Act,2013 (subject to ratification of their
appointment at every AGM), on a remuneration to be determined by the Board of Directors of
the Company, based on the recommendations of the Audit Committee.
DEPOSITORIES:
The Company is registered with both National Securities Depository Limited and Central Depository
Services (India) Limited. The shareholders can take advantage of holding their scripts in dematerialized
mode.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion & Analysis Report is attached as Annexure A to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
The information as required under section 217(1) (e) of the Companies Act, 1956, read with the
Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988, with respect to
conservation of energy, technology absorption and foreign exchange earnings is given below:
A. Conservation of Energy:
The Company is not covered under the list of specified industries and hence the disclosures under the
Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, as regards
Conservation of Energy is not applicable.
B. Technology Absorption Adaptation and Innovation:
The Company is not covered under the list of specified industries and hence the disclosures under the
Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, as regards
Technology Absorption Adaptation and Innovation is not applicable.
C. Foreign Exchange Earnings and Outgoings:
Foreign Exchange Earnings : Nil
Foreign Exchange Outgoings : Nil
CORPORATE GOVERNANCE:
Your Company is fully compliant with the Corporate Governance guidelines, as laid out in Clause 49 of the
Listing Agreement. All the Directors (and also the members of the Senior Management – of the rank of
General Managers and above) have confirmed in writing their compliance with and adherence to the Code
of Conduct adopted by the Company. The details of the Code of Conduct are furnished in Annexure-B to
this Report. The Managing Director has given a certificate of compliance with the Code of Conduct, as
required by SEBI guidelines.
The Statutory Auditors of the Company have examined the requirements of Corporate Governance with
reference to Clause 49 of the Listing Agreement, and have certified the compliance, as required under
SEBI guidelines. The certificate is reproduced as Annexure - C to this Report.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors’ Responsibility Statement as required under Sec on 217(2AA) of the Companies Act, 1956 is
furnished in Annexure - E to this Report.
Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 and the
Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However, as
per provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Report and Accounts are being
sent to the members excluding the statement of particulars of employees under Section 217 (2A) of the
Companies Act, 1956. Any member interested in obtaining a copy of the said statement may write to the
Company Secretary at the Registered Office of the Company.
ACKNOWLEDGMENTS:
Yours Directors wish to express their gratitude to the Members, Bankers, Financial Institutions and the
Customers for their active support and patronage. We also wish to acknowledge the spirit of dedication,
commitment and co-operation extended by employees at all levels.
For and on behalf of the Board of Directors
Date: 23rd August, 2014
Sd/-
Place: Mumbai
Chairman & Managing Director
Annexure A
MANAGEMENT DISCUSSION AND ANALYSIS
This Management Discussion and Analysis Report form a part of the Annual Report of the
Company. It indicates the Company’s movement in the external environment Vis-a –Vis its own
strengths and resources.
1. PERFORMANCE OF THE COMPANY:
Your Company has VENTURED in the field Garment Retail, after an in-depth study of the present
market. Our has revealed that a few more new players can also be absorbed by the market, if Best
quality garments are provided at an affordable price. The start our dealings with the textile
segment, the company has started with trading in fabric, even at a thin margin. And simultaneously,
the company is developing the retail network for the garments. The company’s products will be
sold through Company owned Stores, Franchisee outlets and also through Multi Brand Outlets.
The upcoming integrated project of MYNK 1906 Industries India Limited in Wada (Dist: Thane)
consists of processing of CNC, Cobbles, Marble Slabs, and Granite & Marble Tiles adopting most
modern scientific technology (Italian Technology). First time in India, a fully atomized
Manufacturing and Processing Plant. None of the old techniques adopted in the existing granite and
Marble industry till now shall be adopted in this project. Latest modern machines capable of
adopting the latest processing methods shall be employed for the first time India. The Company has
indentified the Granite and Marbles quarries and mines which will be taken on lease and the
sourcing will be done from all over India and will also import the stone. The Company has already
identified 9 acres of land in Wada (Dist:Thane) to put the processing plant.
2. INDUSTRIES:
The Indian textile industry plays a vital role in the economy of the country.
3. OPPORTUNITIES AND THREATS:
1. Marketing will be the most problematic area where improvements are called for Continuous
quality improvement will be the need of the hour for which urgent measures are called for from all
stakeholders.
2. Increasing competition from other manufactures and foreign Companies will be a major
problem. Now-a-days the markets are flooded with new local and regional players with cheaper
products. There are few concerns like rising infrastructure and input costs, which the Company
should take in mind.
4. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has a compact organization Structure which helps it run business operation
smoothly. The Company has adequate internal control system, commensurate with the size and
nature of its operations. The scope of the internal audit is to ensure that the control system
established by the management is correctly implemented.
All assets and resources are used efficiently and are adequately protected. All internal policies and
statutory guidelines are complied with. There is accuracy in timing of financial reports and
management information.
Audit Committee, the details of which has been provided in the Corporate Governance Report has
been entrusted with detailed terms of reference to review and look into proper recording of
transactions and preparation of financial statement. One of the important functions of the Audit
Committee is to review the adequacy of internal control systems and compliance thereof.
5. HUMAN RESOURCE DEVELOPMENT:
The Company’s progress is largely attributed to the wholehearted support from its manpower. The
technical team were constantly challenged for quality performance and expected to work with an
entrepreneurial spirit on the project.
6. CAUTIONARY STATEMENT:
Statements made in the Management Discussion and analysis describing business outlook,
projections, opportunities and threats, etc. may be “forward looking statement” within the meaning
of the applicable securities, laws and regulations. Actual results could differ from those expressed
or implied. Readers are hence adviced not to place undue reliance on these statements and are
advised to conduct their own investigation and analysis of the information contained or referred to
in this section before taking any action with regard to their own specific objections. Further, the
discussion herein reflects the perception on major issues as on date and opinions expressed herein
are subject to change without notice. The Company undertakes no obligation to publicly update or
revise any of the opinions or forward looking statements expressed in this report, consequent to
any new information, future event or otherwise.
For and on behalf of the Board of Directors
Date: 23rd August, 2014
Sd/-
Place: Mumbai
Chairman & Managing Director
ANNEXURE –B
CORPORATE GOVERNANCE REPORT
1. Company’s Philosophy on Code of Governance:
MYNK1906 INDUSTRIES INDIA LIMITED (Formerly known as Meuse Kara & Sungrace Mafatlal
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. MYNK1906 Industries India 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
The Board of Directors of the Company (“the Board”) consists of four (4) directors, viz two (2) Non-
executive Directors and two (2) Nonexecutive Independent Directors
Composition and category of Directors is as follows:
Sr.
No.
Name Classification
of the Director
No. of
Directorships
held in other
companies*
No. of
Board
Meetings
Attended
Attended
Last AGM
No. of
Memberships/Ch
airmanships held
on committees of
other Companies
1. Mrs. Kavya
Singh
Promoter,
Managing
Director
1 9 Yes Membership in
Audit Committee,
Investors’
Grievance
Committee.
2. Mr. Navmeet
Arora
CEO & Whole
Time Director
NIL 9 -- --
3. Mr. Vijay
Bhagat
Independent
Director
1 9 Yes --
4. Ms. Purabi
Jhaveri
Independent
Director
NIL 7 -- --
Mrs. Kavya Singh is a Chairman of the meeting
During the year under review, the Board of Directors of the Company met 9 times on
18.04.2013 17.05.2013 29.05.2013 03.06.2013 14.08.2013
07.09.2013 14.11.2013 31.12.2013 14.02.2014
as against the minimum requirement of 4 meetings.
The maximum time gap between any two meetings was not more than four calendar months
Directors Profile:
As per the Companies Act, 2013 two third of the directors should be retiring Directors one third of
the Directors are required to retire every year and if eligible, these Directors qualify for
reappointment.
Accordingly, Mr. Navmeet Arora is a whole Time Director and CEO of the Company since 2012. He is
liable to retire by rotation at the 29th Annual General Meeting and being eligible offers himself for re-
appointment.
Code of Conduct:
The Board has laid down a Code of Conduct for all Board members and Senior Managerial
personnel of the Company. The Code of Conduct is available on the web site of the Company at
www.karasmafatlal.com
All the Board Members and Senior Managerial Personnel have affirmed compliance with the
Code of Conduct and a Declaration to that effect signed by the Chairman and Executive
Director has been obtained.
3
.
Audit Committee
Terms of Reference
The Audit Committee reviews the Company’s financial reporting process, the disclosure of its
financial information in the annual financial statements, the quarterly financial statements,
performance of statutory and internal auditors, adequacy of internal controls, the findings of any
internal investigations by the internal auditors and any related party transactions. The Chairman of
the Audit Committee appraises the Board about the observations of the Audit Committee and the
minutes of the Committee are noted by the Board.
A
Composition
1st April, 2013 to 31st March, 2014
The composition of the Committee and attendance at its Meetings is as follows:
Audit Committee Members were:
Name Designation Meeings
Held during
the tenure
Attended
Ms. Purabi Jhaveri Chairman
(Independent Director)
4 4
Mr. Vijay Bhagat Member(Independent
Director)
4 4
Mr. Navmeet Arora Member(Director) 4 4
B
.
Meetings:
The total number of meetings held during the year was four.
14.08.2013 14.11.2013 14.02.2014 14.08.2014
4 Remuneration Committee
Composition
The Remuneration Committee has been constituted to recommend/ review the remuneration
Ms. Purabi Jhaveri Chairman
Mr. Vijay Bhagat Member
Mr. Navmeet Arora Member
package of the Directors based on performance and defined criteria. The remuneration policy is
directed towards rewarding performance, based on review of achievements on a periodical basis.
The remuneration policy is in consonance with the existing Industry practice. During the year, 1
(one) meeting was held on 30.09.2013.
Details of remuneration paid to the Directors for the year.
The aggregate value of salary, perquisites, and commission paid for the year ended 31st March
2014, to Directors are as follows:
Sr. No. Name of Directors Remuneration (Per. Annum.)
1 Kavya Amit Singh Rs. 42Lacs
2 Navmeet Arora Rs. 21Lacs
Total Rs. 63Lacs
The Company does not pay sitting fees to any Director.
5 Stakeholder Relationship Committee:
With effect from 20th March, 2014 Shareholders/Investors Grievance Committee is renamed as
*Stake Holders Relationship Committee*
The Stake Holders Relationship Committee was constituted for redressing of Shareholders and
Investors complaints concerning transfer of Shares, non-receipt of Annual Report, non-receipt of
Dividend etc.
A Constitution of Stakeholder Relationship Committee:
1st April, 2013 to 31st March, 2014:
Mr. Navmeet Arora Chairman (Director)
Mr. Vijay Bhagat Member (Independent Director)
Ms. Purabi Jhaveri Member (Independent Director)
B
Meetings:
The total number of meetings held during the year was four on
18.04.2013 16.07.2013 31.12.2013 20.03.2014
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
2010-2011 At Regd Office 9.11.2011 10.00 a.m.
2011-2012 At Victoria Memorial School , Blind 73,
Tardeo Road, Opp. Film Centre, Tardeo,
Mumbai-400034.
28.09.2012 10.00 a.m.
2012-2013 At Megha Party Hall Pinky Apt., 1st Floor,
near Old Petrol Pump, Opp. Hotel Shahi,
Mira Bhayandar, Mira Road (East), Thane
401107
30.03.2013
(EGM)
9.00 a.m.
2012-2013 At Megha Party Hall Pinky Apt., 1st Floor,
near Old Petrol Pump, Opp. Hotel Shahi,
Mira Bhayandar, Mira Road (East), Thane
401107
30.09.2013 02.30 p.m.
b During the financial year, the company has not passed any resolution by way of postal ballot.
The following are the particulars of the Special Resolution passed in the previous three Annual
General Meeting and in One Extra Ordinary General Meeting:
Date Particulars
09.11.2011 To appoint Mr. Jiten T. Shah as a Managing Director of the Company.
03.03.2012 To approved the change of the name of the Company from Bio Green Industries
Limited to Meuse Kara & Sungrace Mafatlal Limited.
30.03.2013 The Company passed a Special Resolution in accordance with the Reclassification
of Authorised Share Capital of the Company and amendment to the Memorandum
of Association and Articles of Association, Issue of Zero Percent Convertible
Preference Shares of the Company on preferential basis and appointment of Mrs.
Kavya Amit Singh as a managing director.
30.09.2013 1) To appoint Mr. Navmeet Arora as Whole time Director & Chief Executive
Officer.
2) To approved the change of the name of the Company from Meuse Kara &
Sungrace Mafatlal Limited to MYNK1906 Industries India Limited.
7. Disclosures
a. There were no material transactions between the Company and its Directors or Management or their
Relatives that have any potential conflict with interests of the Company at large. Transactions with related
party are disclosed elsewhere in the Annual Report. None of the transactions have potential conflict with
interest of the company at large.
b. Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock
Exchanges or any statutory authority, on any matter related to capital markets, during the last three years –
None.
8. Means of communication
The Company has promptly reported all information including declaration of Quarterly Financial Results to
the Stock Exchange where the stocks of the Company are listed. The Company also publishes the Audited /
unaudited financial results in Free Press Journal English Newspaper or Business Standards and in Navshakti
Marathi Newspaper.
As per requirements of clause 51 of Listing Agreement, all data relating to the quarterly financial results,
Shareholding pattern etc. is provided on the Company’s website www.karasmafatlal.com within the
timeframe prescribed in this regard.
9. CEO/CFO Certification:
The Managing Director of the Company, have submitted a Certificate to the Board regarding the Financial
Statements and other matters as required under Clause 49(V) of the Listing Agreement.
10. General Shareholder Information
Annual General Meeting 23/09/2014 at 2.30 P.M
Venue At Victoria Memorial School for the Blind,
73, Tardeo Road, Opp. Film Centre,
Tardeo, Mumbai – 400 034
Financial Calendar Annual General Meeting: 23.09.2014
Result of First Quarter Second week of August 2014
Second Quarter Second week of Nov 2014
Third Quarter Second week of Feb 2015
Result of fourth quarter Second week of June 2015
Book Closure date : 22/09/2014 to 23/09/2014 (Both Days Inclusive)
Dividend payment date : N.A
Listing of Equity Shares : BSE Ltd, Mumbai
Listing fees are paid from BSE Ltd. for the financial year 2014-15.
Stock Code : MEUSEKARA 512253
Demat ISIN Numbers in NSDL & CDSL : INE 756D01013
Share Prices (High/ Low) for the year at BSE:
COMPANY Index (SENSEX)
Month High Low No. of Shares High Low
30th April,2013
10.97 8.02 2,916 19,622.68 18,144.22
31st May ,2013
13.58 8.10 159 20,443.62 19,451.26
30th June,2013
11.11 8.19 606 19,860.19 18,467.16
31st July,2013
12.44 6.99 4,584 20,351.06 19,126.82
31st August,2013
12.39 7.46 2,457 19,569.20 17,448.71
30th September,2013
7.85 6.10 11,159 20,739.69 18,166.17
31st October,2013
7.75 6.36 8,277 21,205.44 19,264.72
30th November,2013
7.60 6.28 33,611 21,321.53 20,137.67
31st December,2013
7.39 4.80 1,14,283 21,483.74 20,568.70
31st January,2014
8.00 6.64 30,949 21,409.66 20,343.78
28th February, 2013
8.49 6.32 51,778 21,140.51 19,963.12
31st March, 2014
8.88 6.62 1,34,840 22,467.21 20,920.98
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, 2013
Category of Shareholders as on 31st March, 2014
Category No. of Shares held % of Holding
A. PROMOTER’S HOLDING
1 PROMOTERS
Indian Promoters 3229207
37.425
Foreign Promoters 0 0
2 PERSON ACTING IN CONCERT 0 0
Sub Total 3229207
37.425
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 1107705 12.838
b Indian Public 3536074 49.542
c NRI’s / OCB’s 16193 0.188
d Any Other: Clearing Member 671 0.008
Sub Total 4660593 62.575
GRAND TOTAL 7889800 100.00
Distribution of Share Holding as on 31.03.2014
SHARE OR DEBENTURE
HOLDING OF NOMINAL
VALUE OF
SHARE/DEBENTURE HOLDERS SHARE/DBENTURE AMOUNT
Rs. Number %of Total In Rs. % to Total
Upto - 5000 1480 69.45 2859090.00 3.31
5,001 - 10,000 268 12.58 2324620.00 2.69
10,001 - 20,000 130 6.10 2079300.00 2.41
20,001 - 30,000 55 2.58 1446920.00 1.68
30,001 - 40,000 38 1.78 1367960.00 1.59
40,001 - 50,000 39 1.83 1836270.00 2.13
50,001 - 1,00,000 49 2.30 3391050.00 3.93
1,00,001 and above 72 3.38 70979790.00 82.26
TOTAL 2131 100.00 86285000.00 100.00
Dematerialization of Shares: Trading in Equity Shares of the Company is permitted only in dematerialized form.
As of 31st March, 2014, 91.51% are in dematerialized form.
Investor Grievances
For transfer/ dematerialization of shares:
Sharex Dynamics (India) Pvt. Ltd
Unit.No.1 Luthra Industrial Premises,
payment of dividend on shares, interest Andheri-Kurla Road, Safed Pool,
and redemption of debentures, and Andheri (E), Mumbai -400 072
any other query relating to the shares
and debentures of the Company.
(Any other query) MYNK1906 Industries India Limited
(Formerly Meuse Kara & Sungrace Mafatlal Limited)
14, Floor- G, Plot -9/11, Bhupen Chambers,
Dalal Street, Bombay Stock Exchange,
Fort, Mumbai- 400001.
11. Code of Conduct
The Board of Directors of the Company has laid down the code of conduct for all the Board Members
and the Senior Management of the Company and the same has been posted on the website of the
Company; www.karasmafatlal.com, in the compliance with the provisions of Listing Agreement with
the Stock Exchanges.
All the Board Members and Senior Management Personnel of the Company have affirmed compliance
with the applicable code of conduct for the year ended 31st March, 2014. The declaration from Mr.
Kavya A. Singh, Managing Director, regarding the affirmation of the compliance for the year ended
31st March, 2014, is enclosed and forms part of this report.
12. Other Requirements:
The Company is yet to adopt the non-mandatory requirements like sending of the half yearly
financial performance including summary of significant events in past six months to shareholders,
restricting the tenure of the Independent Directors in the aggregate to a period of nine years on the
Board of the Company, unqualified financial statements, training of Board Members, mechanism of
evaluation of Non-Executive Board Members and Whistle Blower Policy would be complied with at an
appropriate time later. The Board is taking guidance from Non-Mandatory requirement as mentioned
in Corporate Governance. It is always an endeavor of the Board to implement the suggestion of the
non-mandatory requirement.
Declaration from the Managing Director& CEO
(Under clause 49(D) (ii) of the Listing Agreement)
As provided under Clause 49 of the Listing Agreement with the Stock Exchange, the Board Members and the Senior Management Personnel have affirmed compliance with the Company's Code of Conduct for the year ended 31st March, 2014.
Sd/-
Managing Director
Mumbai on this 23rd Day of August, 2014
ANNEXURE-C
CERTIFICATE FROM AUDITORS’ REGARDING COMPLIANCE OF CORPORATE GOVERNANCE
To,
The Members of MYNK1906 Industries India Limited (Formerly known as Meuse Kara & Sungrace
Mafatlal Limited),
We have examined the compliance of Corporate governance of MYNK1906 Industries India limited (Formerly known as Meuse Kara & Sungrace Mafatlal Limited), for the year ended 31st March, 2014, 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 an audit nor an
expression of opinion on the financial statements of the company.
In our Opinion and to the and to the best of our information and according to the explanations given to us,
we certify that the company has complied with the conditions of Corporate governance as stipulated in
the above mentioned Listing Agreement.
We state that no investor grievances are pending for a period exceeding on one month against the
company as per records maintained by the Shares and 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 has conducted the affairs of the company.
For B R R & Associates
Chartered Accountants
FRN: 013012S
Sd/-
CA. B Ravinder Rao
Partner
M.No.- 221298
Place : MUMBAI
Date: 23.08.2014
INDEPENDENT AUDITOR’S REPORT
To the Members of MYNK1906 INDUSTRIES INDIA LIMITED (Formerly Meuse Kara & Sungrace
Mafatlal Limited)
Report on the Financial Statements:
We have audited the accompanying financial statements of MYNK1906 INDUSTRIES INDIA
LIMITED “the Company”, which comprise the Balance Sheet as at March 31, 2014, the Statement
of Profit and Loss and Cash flow statement for the year ended, and a summary of significant
accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements:
Management is responsible for the preparation of these financial statements that give a true and
fair view of the financial position and financial performance of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act,
1956 (“the Act”) read with the General Circular 15/2013 dated 13 September 2013 of the
Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This
responsibility includes the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility:
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with the Standards on Auditing issued by the Institute of
Chartered Accountants of India. Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the
Company’s preparation and fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of the accounting estimates
made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
Opinion:
In our opinion and to the best of our information and according to the explanations given to us,
the financial statements give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles generally accepted in
India:
(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;
and
(b) In the case of the Statement Profit and Loss, of the Profit for the year ended on that date; and
(c) In the case of the Cash Flow statement, of the cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements:
1. As required by the Companies (Auditors Report) order 2003 and as amended by the
Companies (Auditor's Report)(Amendment) Order 2004, issued by the Central Government of
India in terms of the sub-section(4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a) We have obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purpose of our audit;
b) In our opinion proper books of account as required by law have been kept by the Company so
far as appears from our examination of those books.
c) The Balance Sheet and Statement of Profit and Loss dealt with by this Report are in
agreement with the books of account.
d) In our opinion, the Balance Sheet and Statement of Profit and Loss comply with the
Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956
read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate
Affairs in respect of Section 133 of the Companies Act, 2013; and
e) On the basis of written representations received from the directors as on March 31, 2014, and
taken on record by the Board of Directors, none of the directors is disqualified as on March 31,
2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274
of the Companies Act, 1956.
For B R R & Associates
Chartered Accountants
F R N: 013012S
B. Ravinder Rao
Place: Hyderabad Partner
Date: 30.05.2014 M No 221298
Annexure to the Auditors’ Report of even date to the members of MYNK1906 INDUSTRIES
INDIA LIMITED, on the financial statements for the year ended March 31, 2014
Based on the audit procedures performed for the purpose of reporting a true and fair view on
the financial statements of the Company and taking into consideration the information and
explanations given to us and the books of account and other records examined by us in the
normal course of audit, we report that:
I. (a) The Company has maintained proper records showing full particulars including
quantitative details and situation of Fixed Assets.
(b) As explained to us, the fixed assets have been physically verified by the
management at reasonable intervals and no material discrepancies between the
book records and the physical inventory have been noticed on such verification. (c) The Company has not disposed off substantial part of the Fixed Assets.
II. (a) The Inventory has been physically verified during the year and in our opinion, the
frequency of verifications is reasonable
(b) In our opinion, the procedures of the physical verification of inventory followed by
the Management are reasonable and adequate in relation of the size of the Company
and the nature of its business. However company need to take some more
procedures to improve inventory controls.
(d) The Company is maintaining proper records of inventory and as explained to us,
there was no material discrepancies noticed on such verification of stocks as
compared to book records.
III. (a) According to the information and explanations given to us and on the basis of
Our examination of the books of account, the company has granted interest free loan
to one parties covered in the Register maintained under section 301 of the
Companies, Act 1956.
(b) In our opinion and according to the information and explanations given to us, the
rate of interest and other terms and conditions of the loans given by Company, are not prima facie prejudicial to the interest of the Company except to extent interest
free advance given to the directors of Company.
(c) As explained to us, principal amount and interests are also regular.
(d) In respect of the said loans and interest there on, there are no overdue amounts.
(e) According to the information and explanations given to us, the Company has
received loan (interest free) from three parties covered in the register maintained under section 301 of the Companies Act, 1956.
(f) In our opinion, the rate of interest and other terms and conditions of the loans taken
by the Company, are prima facie not prejudicial to the interest of the Company.
(g) The payment of principal amounts and interest in respect of such loans during the
year has been regular.
IV. In our opinion and according to the information and explanations given to us, there
are no sufficient adequate internal control systems commensurate with the size of
the company and the nature of its business with regard to purchase of inventory and fixed assets and for sale of goods and services. There is no continuing failure by the
company to correct any major weaknesses in internal control.
V. (a) On the basis of the audit procedures’ performed by us, and according to the
information, explanations and representations made to us, we are of the opinion
that, there are sales/purchases transactions in which directors were interested as
contemplated under section 297 and section 299 of the Companies Act, 1956 and
which were required to be entered in the register maintained under section 301 of
the said Act, have been so entered.
(b) In our opinion and according to the information and explanations given to us, the
transactions made in pursuance of contracts or arrangements entered in the register
maintained under section 301 of the Companies Act,1956 exceeding the value of
rupees five lakhs in respect of any party during the year, have been made at prices
which are reasonable having regard to market prices prevailing at the time.
VI. The Company has not accepted any deposits from the public and hence the applicability
of the clause of directives issued by the Reserve Bank of India and provisions of section
58A, 58AA or any other relevant provisions of the Act and the rules framed there under
does not arise.
VII. The Company has no a formal system of Internal Audit, but there are adequate checks &
controls at All levels established by the Management.
VIII. In respect of the Company, the Central Government has not prescribed maintenance of
cost records under clause (d) of sub-section (1) of section 209 of the Companies Act,
1956.
IX. (a) According to the information and explanation given to us the Company is
generally regular in depositing with appropriate authorities undisputed statutory
dues including income tax, sales tax, wealth tax, service tax, customs duty, cess and
other material statutory dues applicable. However the Company is not paying/filings
Tax detections at source and Professional Tax on the due dates.
(b) On the basis of our examination of documents and records of the Company, and
explanation provided to us, there were no disputed dues in respect of Income tax,
Sales tax, Wealth tax, Service tax, Customs Duty, Excise Duty, or Cess, were in
arrears, as at 31st March 2014 for the period more than six month from the date they
become payable as except below
Income Tax & its
Interest Due as on
31.05.2014
A Y Rs in Lakhs
2012-13 41.21
(c) According to information and explanation given to us, there is no dues of income tax,
sales tax, custom duty, wealth tax, service tax, excise duty, and cess which has been
deposited on account of any dispute. However for A Y 2011-12 Income tax
assessments was pending with IT Dept.
X. The Company has been registered for a period of not less than 5 years, and the Company
has no accumulated losses at the end of the financial year and the company has not
incurred cash losses in this financial year and the immediately preceding financial year.
XI. On the basis of the information and explanation given to us, Company has not defaulted
in repayment of dues to financial institutions or banks interest and installments except
few delays.
XII. According to the information and explanations given to us, the Company has not granted
any loans or advances on the basis of security by way of pledge of shares, debentures
and other securities and hence the applicability of the clause regarding maintenance of
adequate documents in respect of loans does not arise.
XIII. This clause is not applicable to this Company as the Company is not covered by the provisions of special statute applicable to Chit Fund in respect of Nidhi/Mutual Benefit
Fund/Societies.
XIV. According to the information and explanations given to us, the company is not dealing or
trading in shares, securities, Debentures and other investments and hence the
provisions of clause 4(xiv) of the Companies (Auditor's Report) Order 2003, are not
applicable to the Company.
XV. According to the information and explanations and management letter given to us, the
Company has not given any guarantee for loans taken by others from Banks or Financial
Institutions, and hence the applicability of this clause regarding terms and conditions
which are prejudicial to the interest of the company does not arise.
XVI. As per the management representation received by us, the term loans obtained by the
Company were applied for purpose for which such loans were obtained by the Company.
XVII. As per the management representation received by us, funds are raised by the Company
on short-term basis. Hence, the short term funds being used for short term purpose only
not for long term purpose.
XVIII. According to the information and explanations given to us, the Company has made a
preferential allotment of Shares to parties during the year, under Zero percent
convertible preference shares into equity shares.
XIX. According to the information and explanations given to us, during the year the company
does not have any debentures and hence the applicability of the clause regarding the
creation of security or charge in respect of debentures issued does not arise.
XX. According to information and explanations given to us, the company has not raised
money by way of public issues during the year; hence the clause regarding the
disclosure by the management on the end use of money raised by Public Issue is not
applicable.
XXI. According to the information and explanations given to us, no fraud on or by the
Company has been noticed or reported during the year under audit.
For B R R & ASSOCIATES
CHARTERED ACCOUNTANTS
FRN: 013012S Sd/-
Place: Hyderabad B.Ravinder Rao
Date: 30-05-2014 Partner
M NO 221298
As at 31 March, 2014
As at 31 March, 2013
(Rs. In 000') (Rs. In 000')A EQUITY AND LIABILITIES
1 Shareholders’ funds(a) Share capital 2 86,285.00 80,035.00 (b) Reserves and surplus 3 262,150.97 188,924.07
348,435.97 268,959.07 2 Non-current liabilities
(a) Long-term borrowings 4 208,397.99 240,253.27 (b) Deferred tax liabilities (net) 9,021.67 3,174.11 (c) Other long-term liabilities - - (d) Long-term provisions - -
217,419.66 243,427.38 3 Current liabilities
(a) Short-term borrowings 5 47,469.55 - (b) Trade payables 393,353.88 269,777.70 (c) Other current liabilities 6 8,759.34 1,257.43 (d) Short-term provisions 7 3,878.60 7,029.77
453,461.37 278,064.90
TOTAL 1,019,317.00 790,451.35
B ASSETS
1 Non-current assets(a) Fixed assets
(i) Tangible assets 8 120,027.42 46,732.44 (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 - -
142,195.84 68,900.86 (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 9 284,187.59 514,035.27 (b) Cash and cash equivalents 10 50,794.39 18,305.55 (c) Short-term loans and advances 11 481,707.63 169,959.22 (d) Inventory 60,431.53 19,250.46
877,121.14 721,550.50
TOTAL 1,019,317.00 790,451.35
1As per our report of even dateFor B R R & Associates FOR AND ON BEHALF OF THE BOARDChartered AccountantsFRN : 013012S
Kavya Amit Singh Navmeet aroraCA. B Ravinder rao Director DirectorPartnerM.No:-221298Place: MumbaiDate: 30.05.2014 Bhavna Patel
Company Secretary
MYNK1906 INDUSTRIES INDIA LIMITEDBALANCE SHEET AS AT 31st MARCH, 2014
Particulars Note No.
The accompanying notes are an integral
For the year ended 31 March, 2014
For the year ended
31 March, 2013(Rs. In 000') (Rs. In 000')
A CONTINUING OPERATIONS1 Revenue from operations(gross) 12 6,515,618.00 1,846,500.00
2 Agriculture Income (JATROPHA) 140,513.29 -
3 Total revenue 6,656,131.29 1,846,500.00
4 Expenses(a) Purchases of Stock-in-Trade 6,462,252.75 1,743,751.15 (a) Changes in inventories 13 -41,181.07 -735.11 (b) Employee benefits expense 14 15,872.44 6,539.64 (c) Finance costs 15 2,512.96 70.19 (f) Depreciation and amortisation expense 8 66,856.46 23,822.90 (g) Admin and General expenses 16 69,732.87 58,716.57
Total expenses 6,576,046.42 1,832,165.34
5 Profit / (Loss) before exceptional and extraordinary items and tax (3 - 4) 80,084.87 14,334.66
6 Exceptional items - -
7 Profit / (Loss) before extraordinary items and tax (5 + 6) 80,084.87 14,334.66
8 Extraordinary items - -
9 Profit / (Loss) before tax (7 + 8) 80,084.87 14,334.66
10 Tax expense:(a) Current tax expense for current year 2,260.41 3,184.96 (b) (Less): MAT credit - -1,483.26 (c) Current tax expense relating to prior years - 613.38 (d) Net current tax expense - - (e) Deferred tax 5,847.56 3,110.56
8,107.97 5,425.64
11 Profit / (Loss) for the year 71,976.90 8,909.021
12 Earnings per share (of Rs. 10/- each): Basic & duitled 8.34 1.11
The accompanying notes are an integral part of the financial statements
As per our report of even dateFor B R R & Associates FOR AND ON BEHALF OF THE BOARDChartered AccountantsFRN : 013012S
Kavya Amit Singh Navmeet aroraDirector Director
CA. B Ravinder rao Partner
M.No.-221298Place : MUMBAI Bhavna PatelDate : 30.05.2014 Company Secretary
MYNK1906 INDUSTRIES INDIA LIMITED (Formerly MEUSE KARA & SUNGRACE MAFATLAL LIMITED)
STATEMENT FOR PROFIT & LOSS FOR THE YEAR ENDED 31st MARCH, 2014
Particulars Note No.
Amount Amount Amount AmountA. Cash flow from operating activitiesNet Profit / (Loss) before extraordinary items and tax 80,084.87 14,334.66 Adjustments for:
Depreciation and amortisation 66,856.46 23,822.90 Net unrealised exchange (gain) / loss 146,941.34 38,157.56
Operating profit / (loss) before working capital changes 146,941.34 38,157.56 Changes in working capital:
Adjustments for (increase) / decrease in operating assets:Inventories -41,181.07 (734.93)Trade receivables 229,847.68 50,283.52Short-term loans and advances -311,748.41 (4,053.55)
Adjustments for increase / (decrease) in operating liabilities:Trade payables 123,576.18 -230,336.74 Other current liabilities 50,203.91 Other long-term liabilities
50,698.28 (184,841.70)
197,639.62 (146,684.14)Income Tax Paid -3,184.96 - Cash flow from extraordinary items - Cash generated from operations 194,454.66 (146,684.14)
-
Net cash flow from / (used in) operating activities (A) 194,454.66 (146,684.14)
B. Cash flow from investing activities
Purchase of fixed assets -140,151.45 (68,288.86)-
-140,151.45 (68,288.86)
Net cash flow from / (used in) investing activities (B) -140,151.45 (68,288.86)
C. Cash flow from financing activitiesUnsecured loan - Proceeds from long-term borrowings -31,855.28 212,713.69 Tax on dividend - 212,713.69 Cash flow from additional share capital with Security Premium 6,250.00 Cash flow from extraordinary items -
Net cash flow from / (used in) financing activities (C) -25,605.28 212,713.69
Net increase / (decrease) in Cash and cash equivalents (A+B+C) 28,697.93 (2,259.31)Cash and cash equivalents at the beginning of the year 18,305.55 20,564.86
- Cash and cash equivalents at the end of the year 47,003.49 18,305.55
(a) Cash on hand 44,213.18 18,407.82
6,581.21 (102.27)- In deposits accounts -
50,794.39 18,305.55 In terms of our report attached. For BRR & Associates For and on behalf of the BoardChartered Accountants FRN :013012S
Kavya Amit Singh Navmeet aroraCA. B Ravinder Rao Director DirectorPartnerM. NO.: 221298
Place : MUMBAI Bhavna PatelDate 30.05.2014 Company Secretary
(c) Balances with banks- In current accounts
See accompanying notes forming part of the financial
Net income tax (paid) / refunds
Capital expenditure on fixed assets, including capital advances
Effect of exchange differences on restatement of foreign currency
Reconciliation of Cash and cash equivalents with the Balance
(b) Cheques, drafts on hand
CASH FLOW STATEMENT FOR COMPANIES OTHER THAN FINANCE COMPANIES
Cash Flow Statement for the year ended 31 March, 2014
Particulars For the year ended For the year ended
ACCOUNTING POLICIES AND NOTES FORMING PART OF THE ACCOUNTS
NOTE 1:
SIGNIFICANT ACCOUNTING POLICIES:
(a) Corporate Information Brief Business Activity – Trading in Garment Fabric, Granite and stone.
Place of Business –
400, 4th Floor, B Wing, 'Sangeeta Ellipse'
Sahakar Road, Vile Parle (East)
Mumbai- 400057
(b) 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.
(c) Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent liabilities at the date of the financial statements and the
results of operations during the reporting period. Although these estimates are based upon
management's best knowledge of current events and actions, actual results could differ from these
estimates.
(d) 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.
(e) 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.
(f) Depreciation
Depreciation has been provided on Written down Value Method at the rates and in the manner
prescribed in Schedule XIV of the Companies Act, 1956 on pro-rata basis from the date assets have
been put to use.
(g) 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.
(h) 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.
(i) Inventories
Inventories are valued at cost or net realizable value whichever is lower.
(j) 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.
(k) 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.
(n) Cash flow statement Cash flows are reported using the indirect method, whereby profit before extraordinary items and
tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of
past or future cash receipts or payments. The cash flows from operating, investing and financing
activities of the Company are segregated based on the available information.
NOTES FORMING PART OF FINANCIAL STATEMENTS
NOTE 2: SHARE CAPITAL
Particulars Number of shares
(In Thousands) (Rs. In 000') Number of shares
(In Thousands) (Rs. In 000')
(a) Authorised:10000000 Equity Shares of Rs. 10/- each 10,000.00 100,000.00 11,000.00 110,000.00
1000000 preference share of Rs. 10/- each (Previous year 11000000 Equity Shares of Rs. 10/- each)
1,000.00 10,000.00 ____ ____
(b) Issued, subscribed and fully paid-up shares: Previous Year 8003500 Equity Shares of Rs. 10/- each fully paid up 8,003.50 80,035.00 8,003.50 80,035.00
Add :- 625000 Equity Shares at Rs. 10/- each fully paid up (During the year 625000 Zero Percent Convertible Preferance Shares converted Equity shares at Rs.12/- as per Rs.10/- each as face value and Preimium of Rs. 2/-each)
625.00 6,250.00 ____ ____
Total Issued, subscribed and fully paid-up shares 8,628.50 86,285.00 8,003.50 80,035.00
(a) Reconciliation of the shares outstanding at the beginning and end of the reporting year
Particulars Number of shares
(In Thousands) (Rs. In 000') Number of shares
(In Thousands) (Rs. In 000')
Equity SharesAt the beginning of the year 8,003.50 80,035.00 8,003.50 80,035.00 Issued during the year 625.00 6,250.00 - - Outstanding at the end of the year 8,628.50 86,285.00 8,003.50 80,035.00
Firstcall India Equity Advertisor Pvt Ltd 850,000 9.85% 850,000 10.62%Laxmibai Nirdhanaro Waghaye 500,000 5.80%Kavya Amit Digvijay Singh 3,229,207 37.43% 3,229,207 40.35%
Total [ 5% & above ] 4,579,207 53.08% 2,750,000 50.97%
( c) Terms/rights attached to equity sharesThe Company has only one class of equity shares having a par value of Rs.10 per share.Each holder of equity shares is entitled to one vote per share. The Company decleres and pays dividend in Indian Rupees. The dividend proposed by the Board of directors is subject to the approval of the shareholders in ensuing Annual General Meeting. In event of liquidation of the Company,the holders of equity shares would be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The Distribution will be in proportion to the number of equity shares held by the shareholders.
(b) Shares held by each shareholder holding more than 5% of euity share capital:
Name of the shareholder Number of shares Shares as a percentage of total
Number of shares Shares as a percentage of
As on 31 March, 2014 As on 31 March, 2013
As at 31 March, 2014 As at 31 March, 2013
As at 31 March, 2014 As at 31 March, 2013
NOTES FORMING PART OF FINANCIAL STATEMENTS
As at 31 March, 2014 As at 31 March, 2013(Rs. In 000') (Rs. In 000')
Opening balance 1,437.00 1,437.00 Add : during the year - -
1,437.00 1,437.00 (b) Securities premium account
Opening balance 137,736.75 137,736.75 Add : Premium on shares issued during the year 1,250.00
138,986.75 137,736.75
49,750.32 40,841.30 71,976.90 8,909.02
121,727.22 49,750.32 262,150.97 188,924.07
NOTE 4 - LONG TERM BORROWINGS
As at 31 March, 2014 As at 31 March, 2013 (Rs. In 000') (Rs. In 000')
Car Loan 18,970.15 - ( Secured against hypothecation of Car )(a) Loans & Advances from related party From Corporates 188,199.84 188,945.86
1,228.00 1,770.76 - 13,508.76 - 36,027.90
208,397.99 240,253.27
As at 31 March, 2014 As at 31 March, 2013 (Rs. In 000') (Rs. In 000')
47,469.55 - ( Secured against hypothecation of Stock and Debtors )
47,469.55 -
As at 31 March, 2014 As at 31 March, 2013 (Rs. In 000') (Rs. In 000')
(a) Other Current Liabilities 8,759.34 1,257.43
8,759.34 1,257.43
As at 31 March, 2014 As at 31 March, 2013 (Rs. In 000') (Rs. In 000')
2,260.41 (b) Other Provisions 1,618.19
3,878.60 -
Total
NOTE-7 SHORT TERM PROVISIONS
Particulars
(a) Provision for Income Tax
Total
NOTE 5 - SHORT TERM BORROWINGS
(a) Bank OD
Total
NOTE-6 OTHER CURRENT LIABILITIES
Particulars
Particulars
From Corporates Others
Total
Closing balanceTotal
Particulars
(a) Term Loans
(b) Unsecured Loans From Directors
(c) Surplus / (Deficit) in Statement of Profit and Loss Opening balanceAdd: Profit / (Loss) for the year
NOTE 3: RESERVES AND SURPLUS
Particulars
(a)Statuory reserve
Closing Balance
Closing Balance
NOTES FORMING PART OF FINANCIAL STATEMENTS
Balance as at
31 March, 2013
Additions Disposals Borrowing cost
capitalised
Other adjustments
Balance as at
31 March, 2014 ` ` ` ` ` `
Computers 54,008.34 120,259.35 - - - 174,267.69
Office Equipments 16,639.34 818.28 - - - 17,457.61
refregirator 56.80 - - - - 56.80
Motor Cycle 180.00 19,073.82 - - - 19,253.82
Generator 696.25 - - - - 696.25
Current year total 71,580.73 140,151.45 - - - 211,732.18 Previous year 3,291.87 68,288.86 - - - 71,580.73
Balance as at
31 March, 2013
Depreciation / amortisation
expense for the year
Eliminated on disposal of
assets
Balance as at
31 March, 2014
Balance as at
31 March, 2014
Balance as at
31 March, 2013
` ` ` ` ` `
Computers 21,800.66 60,915.11 - 82,715.78 91,551.92 32,207.68 - -
Office Equipments 2,451.99 2,022.29 - 4,474.29 12,983.32 14,187.34 - -
refregirator 43.19 1.89 - 45.08 11.72 13.61 - -
Motor Cycle 157.23 3,875.29 - 4,032.52 15,221.30 22.77 - -
Generator 395.21 41.87 - 437.09 259.16 301.04 - -
Current year total 24,848.29 66,856.46 - 91,704.75 120,027.42 46,732.44 Previous year 1,025.39 23,822.90 - 24,848.29 46,732.44 2,266.48
NOTE-8 FIXED ASSETS
A. Tangible assets
Gross block
NOTE-8 FIXED ASSETS (CONTD.)
A. Tangible assets
Accumulated depreciation and impairment Net block
NOTES FORMING PART OF FINANCIAL STATEMENTS
Particulars As at 31 March, 2014 As at 31 March, 2013(Rs. In 000') (Rs. In 000')
Trade receivables more than 6 months Secured, considered good
Trade receivables less than 6 months 284,187.59 514,035.27 Secured, considered good
Less: Provision for doubtful trade receivables - - 284,187.59 514,035.27
Total 284,187.59 514,035.27
As at 31 March, 2014 As at 31 March, 2013 (Rs. In 000') (Rs. In 000')
(a) Cash on hand 44,213.18 18,407.82 (b) Cheques, drafts on hand - (c) Balances with banks
(i) In current accounts 6,581.21 (102.27) (iii) In deposit accounts -
(d) Others (specify nature) - - Total 50,794.39 18,305.55
As at 31 March, 2014 As at 31 March, 2013(Rs. In 000') (Rs. In 000')
(a) Loans & Advances to related Party 254,799.27 3,097.08
(b) Advances recoverable in cash or in kind 18,738.54 18,738.54
(c) Advance for land acqisition 81,700.00 81,700.00
(d) Advance for Plantation 20,035.00 20,035.00
(e) Advances for Land Levelling & Civil Works 42,536.75 42,536.75
(f) Other deposits & advances 63,898.07 3,851.85 481,707.63 169,959.22
Less: Provision for other doubtful loans and advances - - 481,707.63 169,959.22
TDS Receivable - -
Total 481,707.63 169,959.22
NOTE- 10 CASH & CASH EQUIVALENTS
NOTE- 9 TRADE RECEIVABLE
Particulars
NOTE- 11 SHORT TERM LOANS & ADVANCES
Particulars
NOTES FORMING PART OF FINANCIAL STATEMENTS
NOTE- 12 REVENUE FROM OPERATIONS For the year ended 31
March, 2014 For the year ended
31 March, 2013 (Rs. In 000') (Rs. In 000')
Segment Revenue froma)Textile Business 6,485,082.00 1,846,500.00 b)Stone Business 30,536.00 -
Total 6,515,618.00 1,846,500.00
NOTE- 13 CHANGE IN INVENTORY For the year ended 31
March, 2014 For the year ended
31 March, 2013 (Rs. In 000') (Rs. In 000')
Opening Stock of Materials 19,250.46 18,515.35 Less: Closing stock 60,431.53 19,250.46 Change in Inventory -41,181.07 -735.11
NOTE- 14 EMPLOYEE BENEFIT EXPENSES For the year ended 31
March, 2014 For the year ended
31 March, 2013 (Rs. In 000') (Rs. In 000')
Salaries and wages 15,576.81 6,183.00 Staff Welfare Expenses 270.95 117.49 Reimbursement 24.67 239.16
15,872.44 6,539.64
NOTE- 15 FINANCE COST For the year ended 31
March, 2014 For the year ended
31 March, 2013 (Rs. In 000') (Rs. In 000')
Bank charges and interest 2,512.96 70.19
2,512.96 70.19
NOTE- 16 OTHER EXPENSES
For the year ended 31 March, 2014
For the year ended 31 March, 2013
(Rs. In 000') (Rs. In 000')
Audit Fee (as per below note 16 (i)) 393.26 393.26 Accessories - 4,718.59 Advertisement and Business Promotion Exp. 1,178.32 302.72 Brokerage Charges 62.33 128.00 Consultancy Fees 5,438.12 1,493.46 Conveyance and Travelling 1,544.87 5,546.27 Demat Charges 47.57 Designing Charges 35.00 Director Remuneration 6,299.97 3,500.00 Electricity Expenses 224.22 1,395.77 Hotel Expenses 212.48 3,147.03 Insurance Expenses 36.58 Office Expenses 136.08 227.29 Printing & Stationery 369.53 1,348.02 Product Development 47,068.82 33,445.82 Registration Fees 162.33 Repair & Maintainance 2,156.20 762.80 Roc Fees - 0.51 Rent, Royalty and Taxes 2,064.11 1,200.00 Sampling Charges 8.19 69.75 Security Expenses 260.72 Share Transfer and Registar Exps - 21.81 Telephone and Communication Expenses 151.55 160.70 Misc.Expenses 2,388.24 349.16
Total 69,732.87 58,716.57
Note 16(i) Other expenses (contd.)
For the year ended 31 March, 2014
For the year ended 31 March, 2013
(Rs. In 000') (Rs. In 000')(i) Payments to the auditors comprises (net of service tax input credit, where applicable):As auditors - statutory audit 393.26 393.26
Total 393.26 393.26
Particulars
Particulars
NOTES TO ACCOUNTS:
17. Balances of Debtors, Loans and Advances, Secured Loans, Sundry Creditors & Others are subject to
confirmation and reconciliation and consequential adjustments, if any.
18. In the opinion of the Board 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.
19. 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.
20. 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.
21. 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:
2013-2014
(Rs.in ‘000)
2012-2013
(Rs.in ‘000)
Profit Attributable to Equity Share Holders (After Tax) 71,976.90 8,909.02
Number of Equity Shares outstanding (Nos.) 8,628.5 8,003.5
Basic/ Diluted Earnings Per Share 8.34 1.11
Face Value per Equity Share 10.00 10.00
22. Accounts payable to Small Scale Industrial Undertaking under the head of
Sundry Creditors – NIL
(Previous Year – NIL)
23. Related Party Transaction : Related Parties and Nature of Relationship:
Related Party Nature of Relation ship
KAVYA AMIT DIGVIJAY SINGH Key Managerial Personal
VIJAY DASHRATH BHAGAT Director
NAVMEET ARORA Director
PURABI JHAVERI Director
Note: Related Parties as disclosed by the management and relied upon by auditors.
Related Party Transaction
Amounts Rs in ‘000’
Particulars
Companies in
which Directors
are substantially
interested
Key
Management
Personnel/Di
rectors
Entity in
which
Directors are
Relative of
Key
Management
Personnel
Sales
Purchases
-
2,18,85,70.513
-
-
-
-
Expenses
Nil
7,200.000
24. Segment Information (AS-17)
Primary Business Information (Business Segment)
Rs in “000”
Particular Textile Stone Agriculture Total
Segment revenue 6485082.000 30536.000 140513.000 6656131.000
Segment result 161517.000 3631.000 69911.000 235059.000
Depreciation and amortization
expenses
66856.460
Other Unallocable expenses 88118.000
Profit Before Tax 80084.870
IT & Differ Tax Expenses 8108.970
Profit After Tax 71976.900
Since there is No export turnover, there are no reportable geographical segments.
25. 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.
26. During the financial year 2013-14 Company has issued 6,25,000 Zero Percent Convertible
Preference shares of Rs.10/- each and Premium amount of Rs. 2/-each.
27. In accordance with Accounting Standard 22 (AS 22) issued by the ICAI, the Company has accounted
for deferred income tax Liability during the year of Rs 58,47,561.87
Rs in”000”
Deferred income tax Liability as on 31.03.2013 3174.113
Deferred income tax Liability for the year on account of
Diff in Depreciation
5847.561
Deferred income tax Liability as on 31.03.2014 9021.674
For BRR& Associates FOR AND ON BEHALF OF THE BOARD
Chartered Accountants
FRN. 013012S
Kavya Amit Singh Navmeet arora
CA B.Ravinder Rao Director Director
Partner
M.No:- 221298
Place: Mumbai
Date: 30.05.2014 Bhavna Patel
Company Secretary
MYNK1906 Industries India Limited
(Formerly Meuse Kara & Sungrace Mafatlal Limited)
ATTENDANCE SLIP
ANNUAL GENERAL MEETING – 23rd September, 2014 AT 2.30 P.M.
DP Id. Client Id. / Ben.
A/c.
Folio No. No. of Shares
I certify that I am a registered shareholder/Proxy for the registered shareholder of the Company.
I/We hereby record my/our presence at the ANNUAL GENERAL MEETING of the Company being held on
Tuesday, the 23rd September, 2014 at 2.30 P.M. at Victoria Memorial School for the Blind,73, Tardeo Road,
Opp. Film Centre, Tardeo, Mumbai – 400 034
________________________________________________ _____________________
Full Name of the Shareholder / Proxy (In Block Letter) Signature
======================================================================
Form No. MGT-11
Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and
Administration) Rules, 2014]
CIN: L51900MH1985PLC035514
Name of the company: MYNK1906 Industries India Limited
Registered office: 14, Floor- G, Plot -9/11, Bhupen Chambers,Dalal Street, Bombay Stock Exchange,
Fort, Mumbai- 400001.
Name of the member (s)
Registered address
E-mail Id:
Folio No/ Client Id:
DP ID:
I/We, being the member (s) of …………. shares of the above named company, hereby appoint:
1. Name: ………………………
Address: ……………………
E-mail Id: ………………….
Signature:…………………..,or failing him,
2. Name: ………………………
Address: ……………………
E-mail Id: ………………….
Signature:…………………..
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Twenty Ninth
Annual General Meeting of the company, to be held on the Tuesday, the 23rd September, 2014 at 2.30 P.M.
at Victoria Memorial School for the Blind, 73, Tardeo Road, Opp. Film Centre, Tardeo, Mumbai – 400 034
and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolution No.
1………………………………….
2…………………………………
3……………………………….
Signed this…… day of……… 20….
Signature of Shareholder
Signature of Proxy holder(s)
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered
Office of the Company, not less than 48 hours before the commencement of the Meeting.
Affix
Rs. 1 /-
Revenue
Stamp
BALLOT FORM
• Name and Registered Address of the
sole / First named Member
:
• Name (s) of the Joint Holder (s) (if any) :
• Registered Folio No./
DP ID No. and Client ID No.
:
• Number of share(s) held :
• EVSN (e-voting EVSN Number) :
• User ID & Password : If you are registered with CDSL on e-voting system,
please use your existing used ID and password. If you are
a first time user follow the steps given in Note No. ___ to
the AGM Notice.
• I / We hereby exercise my / our vote(s) in respect of the Resolutions set out in the Notice of the Twenty
Fifth Annual General Meeting (AGM) of the Company to be held on Tuesday, September 23rd, 2014 and at
any adjournment thereof by sending my / our assent or dissent to the said Resolutions by placing the tick ( )
mark at the appropriate box below:
•
Item
No.
Resolution Type of
Resolution
No. of
Shares
For Against
1. Adoption of Statement of Profit & loss, Balance
Sheet, Report of Board of Directors of the Company
Ordinary
2. Reappointment of Mr. Navmeet Arora as a Director
of the Company
Ordinary
3. To appoint the Auditors of the Company. Ordinary
4. Appointment of Mr. Vijay Bhagat as an Independent
Director
Ordinay
5. Appointment of Mr. Anand Singh as an Independent
Director
Ordinary
6. Appoint Ms. Purabi Jhaveri as Chairman and
Managing Director
Ordinary
7. To increase in Authorised Capital Special
8. Issue of Equity Shares on Preferential basis Special
Place:
Date: _______________
(Signature of Member)
Note: Please read the instructions carefully before exercising your vote
