Meuse Kara & Sungrace Mafatlal Ltd Directors Report.

DIRECTORS

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