MCS Annual Report-2014 · mcs limited annual report 2013-14 3 notes : 1. a member entitled to...

MCS LIMITED Annual Report 2013-14

1

29th Annual Report

2013-14

MCS LIMITED

2



1

BOARD OF DIRECTORS

PARSHURAM V BHUWAD Whole Time Director

AJAY DALAL (RESIGNED W.E.F. 03/05/2014) Director

MADHUKAR M PARASE Director

PRIYA DARSHAN WAILA (APPOINTED W.E.F. 03/05/2014) Director

HIREN VYAS Company Secretary

AUDITORS

AMOD AGRAWAL & ASSOCIATESChartered Accountants

BANKERS

ICICI BANKHDFC BANK

REGD. OFFICE:21/22, Kashiram Jamnadas Building5 P.D. Mello Road, Ground FloorGhadiyal GodiMumbai, MaharashtraIndia-400009Tel. No. : (022) 2372 6253Fax No. : (022) 23726256Email: [email protected]

Noti ce of Annual General Meeti ng .................... 2

Directors’ Report ................................................ 4

Report on Coporate Governance ....................... 8

Auditors’ Certi fi cate on Coporate Governance.. 18

Auditors’ Report ............................................... 19

Balance Sheet ................................................... 24

Profi t & Loss Account ........................................ 25

Schedules to Accounts ...................................... 26

Notes to Accounts ............................................. 35

Cash Flow Statment .......................................... 42

Proxy & Att endance Form ................................. 43

CONTENTS PAGE No.

2


NOTICE

Noti ce is hereby given that the Twenty Ninth Annual General Meeti ng of the members of MCS Limited will beheld at the registered offi ce at 21/22, Kashiram Jamnadas Building, 5, P.D. Mello Road, Ground fl oor, GhadiyalGodi, Mumbai-400009 on 30th September 2014 on Tuesday, at 11.00 a.m. to transact the following business.

ORDINARY BUSINESS

1. To receive, consider and adopt the audited Balance Sheet as at 31st March 2014 and the Profi t and Loss Account for the year ended on that date together with the report of the Auditor and Directors thereon.2. To appoint a Director in place of Mr. PRIYA DARSHAN WAILA who reti re by rotati on at the meeti ng and off er himself for reappointment.3. To appoint auditors to hold offi ce from the conclusion of the meeti ng up to the conclusion of the next Annual General Meeti ng and authorize the Board to fi x their remunerati on.

By order of the BoardPlace: MumbaiDate: 30th May, 2014 For MCS LTD.

Hiren VyasCompany Secretary

Registered Offi ce:21/22, Kashiram Jamnadas Building5 P.D. Mello Road, Ground FloorGhadiyal GodiMumbai, MaharashtraIndia-400009


3

NOTES :

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXY FORMS IN ORDER TO BE VALID MUST BE LODGED WITH THE REGISTERED OFFICE OF THE COMPANY BY 10.00 AM OF 28TH SEPTEMBER, 2014

2. The Register of Member and Register of Share Transfer shall remain closed for the period from 21st September 2014 to 28th September 2014 (both days inclusive).

3. Member holding shares in physical form are requested to noti fy/sent the inti mati on about the change in their address, if any and details of Bank account to the company’s Registered Offi ce at 21./22, Ground fl oor, kashiram Jamnadas Building, 5 P.D.’mello road, Ghadiyal Godi, , Mumbai-400009

4. Members holding shares in Demat form are advised to inform changes in address, if any and Bank mandate directly to their respecti ve Depository Parti cipants.

5. The resoluti on regarding reappointment of Mr. Priya Darshan Waila as Director of the company as stated in the noti ce shall be moved for adopti on by members at the 29Th Annual General Meeti ng. In compliance with provisions in clause no. 49 of the Listi ng Agreement with Stock Exchange, the following parti culars about the Director is furnished herein :

Mr. Priya Darshan Waila

He is a graduate and has wide experience which the company wants to encash and his long associati on with the Company is the criteria for his reappointment as Director.

6. Members, who wish to obtain informati on on accounts for the fi nancial year ended 31st March 2014, may send their queries to the Registered Offi ce of the company 10 days before the 29th Annual General Meeti ng.

7. Members are requested to bring their att endance slip along with copy of the Annual Report to the meeti ng.

By order of the BoardPlace: MumbaiDate: 30th May, 2014 For MCS LTD.

Hiren VyasCompany Secretary

Registered Offi ce:21/22, Kashiram Jamnadas Building5 P.D. Mello Road, Ground FloorGhadiyal GodiMumbai, MaharashtraIndia-400009

4


DIRECTORS REPORT

TOTHE MEMBERS,Your Directors hereby present their Twenty Ninth Annual Report to the members with the Audited Statementof Accounts for the year ended 31st March, 2014

OPERATION

The year under review saw world wide depression, threatening to very survival of many economies, HoweverIndian economy, because of conservati ve polices and ti mely decisions taken by Government could maintainthe growth rate though less than achieved in earlier years. The stock market conti nued with extreme volati lityand quitti ng at very low levels again pushing many corporate to shelf their plans for mobilizati on of funds forcapital market through new issues.

However, your company’s turnover for the year had been substanti ally lower by 16.23 lacks than that of theprevious year. However the company has earned the nominal profi t of Rs. 7.86 during the year.With the government having taken over and the high expectati ons of reform measures to boost the depressingeconomy and the measures announce by the government to bring about turnaround in business and industrialenvironment, your company expects good news for the Stock Market making way for hitherto shelved corpo-rate projects and plants to approach market for funds to come alive once again and thus steer your companyto expand its acti viti es in the current year.

FINANCIAL RESULTS

The highlights of fi nancial results of the company for the Financial Year ended 31st March, 2014.

(Rs. in Lakh)

Parti culars For the year For the year Ended 31.03.14 Ended 31.03.13Professional Service Charges (Net) 513.95 530.18Other Income 4.14 3.92

Total 518.09 534.10

Profi t/Loss before Depreciati on and Tax 47.49 43.17Depreciati on 28.04 41.90Profi t (Loss) before Tax 19.45 1.27Prior period Adjustment (Net) - -Extra Ordinary Item - -

Profi t aft er adjustment 19.45 1.27)Provision for Taxati on - -Current Tax 10.74 0.80Fringe Benefi t Tax - -Taxati on for earlier year 3.01 18.67Deferred Tax Assets (2.16) (5.84)

Profi t aft er Tax 7.86 (12.36)

Add : Balance of Profi t brought forward from previous year 616.62 628.98

Balance of Profi t Carried Forward 624.48 616.62


5

DIVIDEND:

In view of requirement of funds for working capital and upcoming proposals the directors are constrained notto recommend payment of dividend for the year ended 31st March, 2014

DIRECTORS:

In terms of the provisions of Secti on 152 of the Companies Act, 2013 Mr. Priya Darshan Waila shall reti red atthe 29th Annual General Meeti ng (AGM) and shall off er him self for reappointment. Resoluti on for his reap-pointment shall be moved at the AGM for approval of the members.

DIRECTORS RESPONSIBILITY STATEMENTS:

Pursuant to Secti on 217 (2AAA) of The Companies Act, 1956, your Directors confi rm that;1. In the preparati on of the annual accounts the applicable accounti ng standards have been followed along

with proper explanati on relati ng to material departures.2. The directors have selected such accounti ng policies and applied them consistently and made judg-

ments esti mates that are reasonable and prudent so as to give a true and fair view of the state of aff airsof the company at the end of the fi nancial year and of the profi t of the company for the year.

3. The directors have taken proper and suffi cient care for the maintenance of adequate accounti ng records in accordance with the provisions of the Act for safeguarding the assets of the company and for prevent-ing and detecti ng fraud and other irregulariti es.

4. The directors have prepared the accounts on a going concern basis.

FIXED DEPOSITS:

During the year under review your company had not accepted/taken any Fixed Deposit from the public.

TRANSFER TO THE INVESTOR EDUCATION FUND

The liabiliti es regarding unclaimed dividend have been transferred on completi on of prescribed period to theInvestor Educati on and Protecti on Fund formed by the Central Government. The company does not have anyliability towards unclaimed Fixed Deposits, Debentures and other liabiliti es.

AUDITORS:

The statutory auditors M/s. Amod Agrawal & Associates, Chartered Accounts reti re at the conclusion of the29th Annual General Meeti ng and are eligible for reappointment. The Audit committ ee has recommended the reappointment of M/s. Amod Agarwal & Associates as the auditor of the company for the year 2014-15.

CORPORATE GOVERANCE

Report on Corporate Governance an auditors certi fi cate confi rming compliance of the conditi ons of the sameas sti pulated under clause 49 of the Listi ng Agreement with the stock exchange is annexed and forms part ofthis report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The company has no acti viti es relati ng to conservati on of energy or technology absorpti on during the yearunder review.

6


During the year under review your Directors have been negoti ati ng with various parti es in foreign countries to boost the export performance. Informati on related to foreign exchange earnings and outgo have been given in schedule ‘M’ being forming part of the accounts for the year ended 31st March 2014

EMPLOYEES

Provisions of Secti on 217(2A) of the Companies Act, 1956 are not applicable since none of the employees have been paid remunerati on in excess of the limits prescribed by the Act.

ACKNOWLEDGEMENT

Your Directors acknowledgement and thank the Customers, Banks, Statutory authoriti es, suppliers, Sharehold-ers for the support and co operati on extend to the company. Your directors also record their appreciati on for the services rendered by employees at all levels.

For and on behalf of the BoardFor MCS LIMITED

PRIYA DARSHAN WAILA PARSHURAM V BHUWAD MADHUKAR M PARASE Director Whole ti me Director DirectorPLACE: MUMBAIDATE: 30th May, 2014


7

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENT:

The year 2013-2014 was turbulent in many ways with economic slowdown in many developed countries hav-ing its impact on the Indian Stock market which recorded its lowest index in many years. The foreign capital infl ow having slowed down, stock market quoti ng at lowest levels, many of the corporate has shelved/diff ered their expansion plans and approach to capital market for funds.

In the scenario, your company because of its track record could retain its clientele and operati ng at very thin margin to stay in the business with the expectati on of a turn around and bett er ti mes with the installati on of new government with comfortable majority promising stability and rapid economic reforms.

OPPORTUNITIES AND THREATS:

Your company, being rated among the leading Registrar and Transfer Agent, conti nues its pursuit to render bet-ter services to its clients and looks forward to add to its client list by uti lizing the contacts. However the threats come in the form of limited public issues and presence of large number of players chasing small volume of jobs forcing to operate at thin margins for survival.

FINANCIAL PERFORMANCE

The turnover achieved during the year was Rs. 513.95 lacks as decreases by Rs. 16.23 lacks as compare to pre-vious year. In the situati on, considering the needs for working capital your directors do not recommend any dividend for the year.

RISKS & CONCERNS:

The major risk faced by your company is from competi ti on from other players and fewer opportuniti es for work. Your directors are considering diversifi cati on into other lines, exploring the possibility of Joint Venture into other business through subsidiary companies in foreign countries. To meet the challenges posed by low margin, various costs saving measure have been put in place to balance the costs.

INTERNAL CONTROL SYSTEMS:

The company has put in place suitable internal control systems which provides for reasonable assurance with regard to safeguarding of assets, promoti ng operati onal effi ciency and compliance with legal and statutory provisions. The Board of Directors periodically reviews the systems and directs acti ons wherever necessary to strengthen the system.

For and on behalf of the BoardFor MCS LIMITED

PRIYA DARSHAN WAILA PARSHURAM V BHUWAD MADHUKAR M PARASE Director Whole ti me Director DirectorPLACE: MUMBAIDATE: 30th May, 2014

8


REPORT ON CORPORATE GOVERANCE

COMPANY’S PHILISOPHY AND CORPORATE PRINCIPLES

The company believes in adopti ng and adhering to best recognized corporate Governance practi ces and con-ti nuously bench marking itself against each such practi ce. The Company understands and respects its fi duciary role and responsibility to shareholders and strives hard to meet their expectati ons. The Company has infused the philosophy of Corporate Governance in all its acti viti es. The Company has made all eff orts to adhere to the principles of Corporate Governance as laid down in the Listi ng Agreement in its true spirits.

BOARD OF DIRECTORS

Compositi on of the Board

The compositi on of the Board is in compliance with the requirements of clause 49 (2) A of the Listi ng Agree-ment with Stock Exchange. The Board consist of total 3 (Three) Directors out of which 1 (one) is Whole ti me Director 1 (one) is independent director and other one is non executi ve director. The Board does not have any Non Executi ve Chairman and at the Board/General meeti ng of the company, one of the Directors is elected to chair the meeti ngs.

The members of he Board are drawn from various facets of the industries having vast and varied experience in fi nancial services, administrati on, informati on technology, investment consulti ng etc. The Board meeti ngs of the Company are held as per the provisions of the Companies Act, 1956 and the Listi ng Agreement.

1) Mr. Parshuram V Bhuwad (Appointed on 02/04/2012)

He is a graduate and has 22 years experience which the company wants to encash and his long associati on with the Company is the criteria for his appointment as Whole Time Director

2) Mr. Ajay Dalal (Resigned on 03/05/2014)

He is a Director. He specializes in Human resources Management and has relevant experience in this fi eld. He has long and vast experience in this fi eld.

3) Priya Darshan Waila (Appointed as on 03/05/2014)

He is an Independent Director. He specializes in Human Management and has relevant experience in this fi eld. He has long and vast experience in this fi eld.

4) Mr. Madhukar M Parase (Appointed on 04/08/2012)

He is a commerce graduate and has 21 years experience which the company wants to encash and his long as-sociati on with the Company is the criteria for his appointment as Independent Director

The details of Directorship or Board, membership and offi ce of the Chairman of Board Committ ee across all companies as well as their att endance at the Board and Annual General Meeti ng of the Company are given hereunder *


9

Name of Director Directorship held Memberships Chairman of Last AGM No. of Board in other of Board Board att ended meeti ng Companies Committ ees Committ ee Att ended during the year

Mr. Parshuram V Bhuwad 0 1 2 Yes 4

Mr. Priya Darshan Waila 0 0 0 No 0

Mr. Ajay Dalal 1 2 2 yes 4

Mr. Madhukar M Parase 0 1 2 Yes 4

Details of Board Meeti ng held during the year and Directors att endance are as follow:

Details of Remunerati on paid to Whole ti me Director is as follows ;

30/05/2013 31/07/2013 31/10/2013 31/01/2014

Mr. Parshuram V Bhuwadl Yes Yes Yes Yes

Mr. Madhukar M Parase Yes Yes Yes Yes

Mr. Priya Darshan Waila No No No No

Mr. Ajay Dalal Yes Yes Yes Yes

NAME AMOUNT (RS.)

MR.. PARSHURAM V BHUWAD 162254.00

TOTAL 162254.00

• Bonus are paid as per the Company’s rule• During the fi nancial year company has not given any stock opti on• Severance: Noti ce period is 3 (three months.)• The above remunerati on is exclusive of provision for future liabiliti es in respect of reti rement benefi t which are based on actuarial valuati on on overall company basis.

SCHEDULE OF SITTING FEE PAID TO DIRECTORS

Name of Directors No. of No. of Amount (Rs.) Board Meeti ng Committ ee Meeti ng

Mr. Parshuram V Bhuwad 4 4 NIL

Mr. Priya Darshan Waila 0 0 NIL

Mr. Madhukar M Parase 4 4 NIL

Mr. Ajay Dalal 4 5 NIL

10


Audit Committ ee

Compositi on

The compositi on of the Audit Committ ee is as under. During the fi nancial year 2013-2014 four meeti ngs of Audit committ ee were held on 30/05/2013,31/07/2013,31/10/2013 and 31/01/2014 respecti vely :

TERMS OF REFERRENCE

The terms of reference and powers of the Audit Committ ee are as menti oned in clause 49 II(D) of the Listi ng Agreement entered into with Stock Exchange and Secti on 292A of the Companies Act,1956.

The terms of reference are briefl y described below:

a) Oversight of the Company’ fi nancial reporti ng process and disclosure of fi nancial informati on.

b) Recommend the appointment and removal of external and internal auditors, the adequacy of internal control systems.

c) Review with management the annual fi nancial statements before submission to the Board.

d) Review with management, external and internal auditors, the adequacy if internal control systems.

e) Review the adequacy of internal audit functi on.

f) Discussions with internal auditors of any signifi cant fi ndings and follow-ups thereon.

g) Review the fi ndings of any internal investi gati ons by the internal auditors.

h) Discuss with external auditors before the audit commences, of the nature and scope of audit as well as have post-audit discussions to ascertain any areas of concern.

i) Reviewing the company’s fi nancial and risk management policies.

j) To look into the reasons for substanti al defaults in the payment to the depositi ons, debenture holders, shareholders (in case of non- payment of declared dividends) and creditors, if any.

The committ ee is vested with necessary powers to achieve its objecti ves.

Name of Director Designati on Category No. of Meeti ng att ended

Mr. Ajay Dalal Member Director 4

Mr. Madhukar M Parase Member Director 4

Mr. Pashuram V Bhuwad Member Director 4


11

REMUNERATION COMMITTEE

During the fi nancial year 2013-14 no meeti ng of the Remunerati on Committ ee was held as the same was not required

SHAREHOLDERS AND INVESTORS GRIEVANCES COMMITTEE

During the fi nancial year 2013-14 meeti ng of Investor Grievance Committ ee was held on 28/01/2014. The details of members and their att endance in meeti ng are as follows:

Name & Designati on of the Compliance Offi cer: Mr. Uday Mogaveera General Manager.

The Committ ee reviewed grievance received from the shareholders and the acti on taken thereon. The status of complaints received and redressed during the period from April 1, 2013 to March 31, 2014 are as under:

SHARE TRANSFER COMMITTEE

The Share Transfer Committ ee consist of Mr. Madhukar M Parase and Ms. Uday Mogaveera

As transfers are few in numbers, the meeti ngs are held once every 10 days to facilitate prompt transfers. A Statement containing the summary of shares transferred and de-materialized between two Board Meeti ng dates is placed at every Board Meeti ng for their informati on.

There were no transfers pending as of March 31, 2014 exceeding the limit prescribed by the Listi ng Agreement.

GENERAL MEETINGS

The Company holds its Annual General Meeti ngs in between July to September every year. The Company’s Annual General Meeti ng for the year ended on 31st March, 2014 will be held on 30th September 2014 However, during the last three years, the Annual General Meeti ng was held on 29th September, 2011 and 17th September, 2012 and 30th Septmeber, 2013 respecti vely.

INSIDER TRADING

As per SEBI (Prohibiti on of Insider Trading) Regulati ons 1992, the company has prescribed a Code of Conduct for preventi on of Insider Trading and a Code of Corporate Disclosure Practi ce. This Code was adopted by the Board of Directors of the Company on January 27, 2003 and has been implemented by the Company.

Name of Members Category No. of meeti ng held

Mr.Ajay Dalal Director 1

Mr. Alok Mukherjee General Manager 1

Descripti on Number

Number of shareholders complaint received NIL

Number of shareholders complaints redressed NIL

Number of shareholders complaint pending NIL

12


SECRETARIAL AUDIT

As required by Circular issued by SEBI, Secretarial Audit was carried out by a practi cing Company Secretary for each of the 4 quarters ending 31st March 2014 and the Audit Report for each quarter submitt ed to Stock Exchange, Mumbai.

DISCLOSURES

There are no materially signifi cant transacti ons with related parti es except under contractual obligati ons viz, promoters, Directors or the Management or their relati ves that may have potenti al confl ict with the interest of the Company at large.

There are no pecuniary relati onships or transacti ons with Non executi ve directors of the Company except the remunerati on namely sitti ng fees paid to them as for services rendered as Directors of the company.

The Company has adopted a Website Blower policy and has established the necessary mechanism in the line with clause 7 of Annexure ID to clause 49 of the listi ng Agreement with the Stock Exchange, for employees to report concerns about unethical behavior. No person has been denied access to the Audit Committ ee.

DISCLOSURES OF ACCOUNTING TREATMENT

In the preparati on of the fi nancial statements, the Company has followed the accounti ng Standard issued by the Insti tute of Chartered Accountants of India.

DISCLOSURE OF RISK MANAGEMENT

The Company has initi ated the risk assessment and minimizati on procedures.

CEO/CFO CERTIFICATION

A certi fi cate in accordance with the revised Clause 49 of the Listi ng Agreement issued by Mr. Parshuram Bhuwad who is a Whole Time Director on the Financial Statements of the Company has been placed before the Board and noted by the members of the Board.

REVIEW OF DIRECTORS’ RESPONSIBILITY STATEMENT

The Board in its report has confi rmed that the annual accounts for the year ended 31st March 2014 have been prepared as per applicable accounti ng standards and policies and that suffi cient care has been taken for maintaining adequate accounti ng records.

MEANS OF COMMUNICATIONS

The Quarterly/half yearly/annual results together with the informati on relati ng to Book Closure/Annual General Meeti ng are published in free press journal/business standard and Navshakti as per the requirements of the Listi ng Agreements and Companies Act.

The annual Report of the Company together with the Noti ce convening the Annual General Meeti ng are also sent to the members at their registered addresses.

The Management Discussion and Analysis Report forming part of the Annual Report is annexed.


13

REVIEW OF GOVERANCE PRACTICES

We have in this report att empted to present the governance practi ces and principles being followed at the Company, as evolved over the years, and as best suited to the needs of our business and shareholders. Our discussion and governance practi ces are conti nually revisited, reviewed an revised to respond to the dynamic needs of our business and ensure that our standards are at par with the recognized practi ces of governances, so as to meet the expectati ons of all our stakeholders.

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

As required under clause 49 of the Listi ng Agreement, the certi fi cate given by Company Secretary is as Annexure to the Directors’ Report.

SHAREHOLDERS INFORMATION

DETAILS OF TWENTY NINTH ANNUAL GENERAL MEETING

FINANCIAL CALENDER

LISTING ON STOCK EXCHANGE

The equity share of the Company is listed at the following Stock Exchange:

The Stock Exchange Limited, MumbaiPhiroze Jeejeebhoy Tower, Dalal Street,Mumbai-400001.

SCRIP CODE – BSE-523221ISIN NO. – INE737A01019

DATE 30th September 2014

TIME 11 :00 A.M.

VENUE 21/22, Kashiram Jamnadas Building, 5 P.D. Mello Road, Ground Floor, Ghadiyal Godi,

Mumbai, Maharashtra, India-400009

Financial Year April 2014 to March 2015

First Quarter Results 3rd /4th week of July 2014

Half Yearly and second quarter Results 3rd/4th week of October 2014

Third Quarter Result 3rd/4th week of January 2015

Audited Result for the year ended March 31,2012 May/June 2015

Book Closure period 21st September, 2014 to 28th September 2014

14


Details of share capital of the Company held in Dematerialized and Physical Form as on March 31, 2014 are as below:

Company does the share registry work in-house and has connecti vity with both the depositories.

The High/Low price during each month in the last fi nancial year is given hereunder –

Source: www.bseindia.com

No. of Shareholders Shares % of Total Capital

Held in dematerialized form in CDSL 795 458918 8.79

Held in dematerialized form in NSDL 2036 4397301 84.25

Held in physical mode 5017 363063 6.96

Total 7848 5219282 100.00

Month Highest price (RS.) Lowest Price (Rs.) Volume (Number

of share traded)

April-13 6.97 6.16 2786

May-13 6.48 6.19 400

June-13 6.47 5.87 1005

July-13 6.79 6.14 1430

August-13 5.86 4.73 2195

Sept-13 6.55 4.53 1194

October-13 6.24 5.94 161

November-13 7.20 6.13 1250

December-13 6.85 5.80 2075

January-14 8.59 6.43 2779

February-14 7.05 6.16 726

March-14 6.00 3.80 11340


15

INVESTOR SERVICES

All acti viti es relati ng to Share Transfer, Transmissions, etc are carried out at the Registered Offi ce of the Company. The details of the contact person are given hereunder:

Mr. Uday Mogaveera

21/22, Kashiram Jamnadas Building5 P.D. Mello Road, Ground Floor, Ghadiyal GodiMumbai, Maharashtra, India-400009Tel. No. : (022) 2372 6253, Fax No. : (022) 23726256Email: [email protected]

Timing: Monday to Friday (9.30 a.m. to 1.00 p.m. & 1.30 p.m. to 5.30 p.m.)

DISTRIBUTION OF SHAREHOLDING AS OF MARCH 31, 2014

No. of equity share held Folio % Shares %

UPTO 500 7397 94.2533 648057 12.4166

501-1000 221 2.8160 184012 3.5256

1001-2000 109 1.3886 172980 3.3142

2001-3000 35 0.4460 89577 1.7163

3001-4000 19 0.2421 66433 1.2728

4001-5000 17 0.2166 79708 1.5272

5001-10000 24 0.3058 173795 3.3299

10001-50000 17 0.2166 382909 7.3364

50001-100000 4 0.0510 333195 6.3832

100001 AND 5 0.0638 3088652 59.1778ABOVE -

TOTAL 7848 100.00 5219282 100.00

16


CATEGORIES OF SHAREHOLDERS AS ON MARCH 31, 2014

THE DETAILS OF ENTITIES/PERSONS HODING MORE THAN 1% OF THE SHARES OF THE COMPANY UNDER EACH HEAD AS ON MARCH 31,2014

CATEGORY NO. OF SHARE HELD % OF SHARE HOLDING

A Promoter’s holding

1 Promoter’s Holding 2086053 39.9682 Indian Promoters Foreign Promoters Nil Nil

2 Person acti ng in concert Nil Nil

Sub - Total 2086053 39.9682

B Non promoters Holding

3 Insti tuti onal investor a. Mutual funds and UTI 100 0.0019 b. Banks, Financial insti tuti onal, 400 0.0077 Insurance companies (Central/state govt. insti tuti ons, non government Insti tuti ons Companies Central/state govt.)

c. FIIS NIL NIL SUB TOTAL 500 0.0096

C Others

a Private corporate Bodies 1109178 21.2515 b Indian Public 2019920 38.7011 c NRI/OCB 3631 0.0696 d Any other Sub Total 3132729 60.0222

GRAND TOTAL 5219282 100

S.No. NO. OF HOLDER No. Shares % of Total Capital

A Promoter’s holding

1 Mr. Saurabh Rateria 830301 15.9083

2 Ms. Sneha Rateria 800000 15.3278

3 Mr. Saurabh Rateria 453252 8.6842

4 Mrs. Saroj Rateria 2500 0.0479

Sub - Total 2086053 39.9682

B Non promoters Holding

Insti tuti onal investor

-UTI –Unit Trust of India -- --

-UTI – Unit scheme for charitable -- --

and Religious societi es

Registered societi es, Banks -- --


17

S.No. NO. OF HOLDER No. Shares % of Total Capital

C Others

Private corporate Bodies

1) S.K. Info soluti on pvt. Ltd. 700000 13.4118

2) Gagan Merchants pvt. ltd 305099 5.8456

Indian Public

1) Bhavesh Dhireshbhai shah 74403 1.4255

2) Shaunak Jagdish shah 99837 1.9128

3) Balram Bharwani 76150 1.4590

4) Jagdish Amratlal shah 82769 1.5858

Sub Total 333159 6.3831

Name of Depositories for dematerializati on of equity shares (ISIN-INE737A01019)Nati onal Securiti es Depository Limited (NSDL) Central Depository Service (India) Limited (CDSL)

For and on behalf of the Board of Directors

Priya Darshan Waila Madhukar M Parase Parshuram V Bhuwad Director Director Wholeti me Director

Place : Mumbai Date : 30th May, 2014

Declarati on by whole ti me Director (CEO) under clause 49 of the Listi ng Agreement

ToThe Members of MCS LTD

I, Parshuram V Bhuwad, whole ti me Director of MCS LIMITED declare that to the best of my knowledge and belief, all the members of the Board and Senior Management Personnel of the Company have affi rmed their respecti ve Compliance with the applicable code of Conduct for the year ended 31st March, 2014

For and on behalf of the Board of Directors

Parshuram V Bhuwad Whole ti me Director

Place: Mumbai Date: 30th May, 2014

18


COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

To,

MCS LIMITED,

We have examined the compliance of conditi ons of Corporate Governance by MCS LIMITED for the year ended on March 31, 2014, as sti pulated in Clause 49 of the Listi ng Agreement of the said Company with stock ex-change.

The compliance of conditi ons of Corporate Governance is the responsibility of the Management. Our exami-nati on has been limited to a review of the procedure and implementati on thereof adopted by the Company for ensuring compliance with the conditi ons of the corporate governance as sti pulated in the said clause. It is neither an audit nor an expression of opinion on the fi nancial of the Company.

In our opinion and to the best of our informati on and according to the explanati on given to us, and based on the representati on made by the Directors and the Management. We certi fy that the Company has complied with the conditi ons of Corporate Governance as sti pulated in clause 49 of the above menti oned Listi ng Agree-ment.

As required by the Guidance Note issued by the Insti tuted of Chartered Accountants of India we have to state that no investor grievance were pending for a period of one month against the Company as per the records maintained by the Shareholders/Investor’s grievances committ ee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the effi ciency or eff ecti veness with which the management has conducted the aff airs of the company.

HIREN VYASPlace: MumbaiDate: 30th May, 2014 Company Secretary

Membership No. ACS 27779


19

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OFMCS LIMITED

Report on the Financial Statements We have audited the accompanying fi nancial statements of MCS Limited (“the Company”), which comprisethe Balance Sheet as at March 31, 2014, and the Statement of Profi t and Loss and Cash Flow Statement for the year then ended, and a summary of signifi cant accounti ng policies and other explanatory informati on.

Management’s Responsibility for the Financial Statements Management is responsible for the preparati on of these fi nancial statements that give a true and fair view of the fi nancial positi on, fi nancial performance of the Company in accordance with the Accounti ng Standardsreferred to in Sub-Secti on (3C) of Secti on 211 of the Companies Act, 1956 (“the Act”) read with the generalcircular 8/2014 dated April, 4 2014 issued by the Ministry of Corporate Aff airs and in accordance with the ac-counti ng principles generally accepted in India.. This responsibility includes the design, implementati on andmaintenance of internal control relevant to the preparati on and presentati on of the fi nancial statements thatgive 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 fi nancial statements based on our audit. We conducted ouraudit in accordance with the Standards on Auditi ng issued by the Insti tute of Chartered Accountants of India.Those Standards require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the fi nancial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefi nancial statements. The procedures selected depend on the auditor’s judgment, including the assessmentof the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internal control relevant to the Company’s preparati on andfair presentati on of the fi nancial statements in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluati ng the appropriateness of accounti ng policies used and the rea-sonableness of the accounti ng esti mates made by management, as well as evaluati ng the overall presentati on of the fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for ouraudit opinion.

Basis of Qualifi cati on1. As discussed in Notes 13 ( i to iv) and 14 of notes to fi nancial statements, investments of ` 2589.44 lacs

and advances of ` 233.81 lacs made in a foreign company, could not be verifi ed in the absence of ad-equate informati on and related documents made available to us. Consequently, the requisite disclosureand provision for diminuti on in the value of investments and advances have not been made. Pendingavailability of informati on and related documents and confi rmati on, we are unable to opine on the re-coverability/ adjustment of these amounts and thus its consequent impact on the company’s net worthand discloser in term of AS 13 and AS 21. This had also caused us to qualify our audit opinion on thefi nancial statements relati ng to preceding years.

2. Due to discrepancies in process of applicati ons of some public issues handled by the company in earlieryears, recti fi cati on of the errors and consequent investor’s claims are conti nuing in process. In the ab-sence of adequate informati on and pending completi on of investi gati ons/claims, the liability on account of claims and its eff ect on profi tability is not ascertainable. However, the investors’ claims to the extent

20


admitt ed by the Company are accounted for in the year of sett lement. During the year, the company has sett led and changed to profi t and loss a/c the investor’s claims amounti ng to ` 67.35 lacs (P.Y ` 100.04 lacs).

3. No provision of interest on unsecured loans has been made, as the management claims no interest is payable thereon. In the absence of adequate informati on, confi rmati on and related documents, interest provision, if any, could not be assessed and provided for and consequent impact on fi nancial statements could not be determined. This had also caused us to qualify our audit opinion on the fi nancial statements relati ng to preceding year.

4. Building & Electrical fi tti ngs and Equipment having carrying value of ` 7.07 lacs on the land not belong-ing to the company is doubtf ul of recovery in view of the Land in questi on, was mortgaged to banks, and taken in possession by these banks in term of securiti zati on and Reconstructi on of fi nancial assets and Enforcement of security Interest Act, 2002 for which no provision has been made. Had the provision being made, the profi ts for the year & fi xed assets would have been lower by ` 7.07 lacs. This had also caused us to qualify our audit opinion on the fi nancial statements relati ng to preceding year.

5. In view of the point no. 1 to 4 hereinabove, we are of the opinion that the company’s net worth would have been be fully eroded if the adjustment is made on account of the aforesaid qualifi cati ons and con-sequently going concern status of the company is signifi cantly doubtf ul and is dependent on its ability (a) to meet fi nancial obligati ons under the corporate guarantee of ` 2565.50 lacs given in the favour of bank on behalf of Computech Internati onal Ltd., a company in which promoters have substanti al inter-est, (b) of realizati on of investment of ` 2589.44 lacs made in the foreign company (c) of realizati on of advance of ` 233.81 lacs to a foreign company and (d) to repay unsecured loan of ` 901.99 lacs and interest thereon if any.

OpinionIn our opinion and to the best of our informati on and according to the explanati ons given to us, subject to the eff ect of the provision that would have been required had the informati on and related documents referred to in paragraph 1, 2 & 3 been made available and the provision for loss of assets amounti ng to ` 7.07 lacs has been made, the fi nancial statements give the informati on required by the Act in the manner so required give a true and fair view in conformity with the accounti ng principles generally accepted in India:a) In the case of Balance Sheet, of the state of aff airs of the company as at 31st March,2014b) In the case of the Profi t & Loss Account, of the profi t for the year ended on that date.c) In the case of the Cash Flow Statement, of the cash fl ows for the year ended as that date

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Govern-ment of India in terms of sub-secti on (4A) of secti on 227 of the Act, we give in the Annexure a statement on the matt ers specifi ed in paragraphs 4 and 5 of the Order.

2. 2. As required by secti on 227(3) of the Act, we report that:

a) a) we have obtained all the informati on and explanati ons which to the best of our knowledge and belief were necessary for the purpose of our audit except as referred to in point no.1 and 15 of the annexure to this report;

b) b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examinati on of those books;

c) c) the Balance Sheet, and Statement of Profi t and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account


21

d) d) in our opinion, the Balance Sheet, and Statement of Profi t and Loss and Cash Flow Statement comply with the Accounti ng Standards referred to in sub¬secti on (3C) of secti on 211 of the Com-panies Act, 1956, read with the general circular 8/2014 dated April,4 2014 issued by the Ministry of Corporate Aff airs except to the extent referred to in point no. 1 to 4 menti oned hereinabove in the ‘basis of qualifi cati ons’ ;

e) e) on the basis of writt en representati ons received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualifi ed as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-secti on (1) of secti on 274 of the Companies Act, 1956.

For Amod Agrawal & AssociatesFirm Registrati on No. 005780N

Chartered Accountants

Virendra KumarPlace : New Delhi PartnerDate : 30-05-2014 M.No. 085380

ANNEXURE TO THE AUDITOR’S REPORT

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of MCS Limited on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the informati on and explanati on given to us during the course of our audit, we report that: I. (a) The Company has maintained proper records showing full parti culars including quanti tati ve

details and situati on of fi xed assets except for furniture & fi xtures and electrical fi tti ng and intangible assets. In respect of furniture & fi xtures and electrical fi tti ng and intangible assets quanti tati ve details are not menti oned. No identi fi cati on mark is placed on fi xed assets.

(b) The company has designed a programme for physical verifi cati on of assets to cover all the items over a period of three years which in our opinion is reasonable having regard to the size of the company and nature of its assets. As informed no physical verifi cati on was carried out during the year and therefore we are unable to comment if there is any discrepancy in physi-cal verifi cati on and books recorded and on adjustment thereof.

(c) There was no substanti al disposal of fi xed assets during the year.

II. The Company does not carry any stock of raw material, spare parts, fi nished goods, stores mainte-nance and components. As per the practi ce consistently followed by the company purchases of sta-ti onary and spare parts are charged to the revenue directly and no stock is carrying by the company. In view of the above no comments are off ered on (i) procedure of physical verifi cati on (ii) discrepancies on physical verifi cati on if any.

III (a) According to the informati on and explanati ons given to us, the Company has during the year not granted any loan, secured or unsecured to companies, fi rms or other parti es listed in the Register maintained under secti on 301 of the Companies Act 1956. Accordingly paragraphs 4(iii)(a), (b), (c) and (d) of the order, are not applicable.

22


(b) According to the informati on and explanati ons given to us, the company has not taken any unsecured or secured advances from companies, fi rms or other parti es listed in the Register maintained under secti on 301 of the Companies Act 1956. Accordingly paragraphs 4(iii)(e), (f) and (g) of the order, are not applicable.

IV. In our opinion and according to the informati on and explanati ons given to us, there are adequate in-ternal control procedures commensurate with the size of the Company and nature of its business with regard to the sale of services. During the course of our audit, no major weakness has been noti ced in the internal controls. During the course of our audit, we have not observed any conti nuing failure to correct major weakness in internal control system of the company.

V (a) According to the informati on and explanati ons given to us, we are of the opinion that the transacti ons that need to be entered into the register maintained under secti on 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the informati on and explanati ons given to us the Company has not made any transacti on in pursuance of contracts or arrangements entered in the register maintained under secti on 301 of the Companies Act, 1956 and exceeding the value of rupees fi ve lacs in respect of any party during the year.

VI. The Company has not accepted any deposits from the public

VII. The Company has no internal audit system during the year.

VIII. In our opinion and according to the informati on & explanati on given to us maintenance of cost records has not been prescribed by the Central Government under clause (d) of subsecti on (I) of secti on 209 of the Act.

IX. (a) According to the records of the Company and informati on and explanati ons given to us, the Company is regular in depositi ng undisputed statutory dues as applicable to the Company in-cluding Provident Fund, Investor Educati on and Protecti on Funds, Employee’s State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Custom duty, Excise Duty, Cess, Service tax and other mate-rial statutory dues with the appropriate authoriti es during the year.

(b) According to the informati on & explanati on given to us, no undisputed amounts payable in re-

spect of Provident fund, Investor Educati on and Protecti on Funds, Employee’s State Insurance, Income-Tax, Wealth-Tax, Sales-Tax, Customs Duty, and Cess, Service tax and other undisputed statutory dues were in arrears, as at 31st March, 2014 for a period of more than six months from the date they became payable.

(c) According to the records of the Company and informati on and explanati on given to us, there are no dues outstanding in respect of Sales Tax, Custom Duty, Wealth Tax, Excise Duty Cess and Service tax which have not been deposited on account of any dispute.

X. The Company has no accumulated losses at the end of the fi nancial year. It has not incurred cash losses in the current year. However the accumulated losses at the end of the fi nancial year will not be less than 50% of its net worth, had the provision for diminuti on in the value of investment to the tune of ` 25,89,44,435 and provision for doubtf ul advance of ` 2,33,81,438/- been made in the fi nancial statements.


23

XI. Based on our audit procedures and on the basis of informati on and explanati ons given by the manage-ment, the Company has not defaulted in the repayment of dues to fi nancial insti tuti ons & banks.

XII. In our opinion and according to the informati on and explanati ons given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securiti es.

XIII. In our opinion and according to the informati on and explanati ons given to us, the nature of acti viti es of the Company does not att ract any special statute applicable to chit fund and nidhi/mutual benefi t fund/societi es.

XIV. We have been informed that the company is not dealing or trading in shares, securiti es, debentures and other investments. However, in respect of securiti es acquired during the normal course of the business the company has maintained proper record for transacti ons and contracts and as per the informati on provided ti mely entries have been made therein. The securiti es have been held by the company in its own name.

XV. In the absence of requisite informati on made available to us, the terms & conditi ons of the guar-antee given by the company in earlier years for the loans taken by the other company menti oned in the register maintained under secti on 301 of the company Act, 1956 of ` 2565.00 lacs, detailed examinati on could not be made with regards to its justi fi cati on, therefore no comments are off ered.

XVI. According to the informati on and explanati ons given to us and bases on the audit procedure applied by us, the term loan taken by the company during the year has been applied for the purpose for which the loan was obtained.

XVII. According to the records examined by us and according to the informati on and explanati ons given to us, on overall examinati on of the balance sheet of the Company, we report that prima facie no funds raised on short term basis have been used for long-term investment.

XVIII. The Company has not made any preferenti al allotment of shares to parti es and companies covered under register maintained under Secti on 301 of the Companies Act, 1956.

XIX. According to the informati on and explanati on given to us and the records examined by us, the Com-pany has not issued debentures.

XX. The Company has not raised money by any public issues during the year and hence the questi on of disclosure and verifi cati on of end use of such money does not arise.

XXI. To the best of our knowledge and belief and according to the informati on and explanati ons given to us, no fraud on or by the Company was noti ced or reported during the year.

For AMOD AGRAWAL &ASSOCIATES CHARTERED ACCOUNTANTS FRN NO. 005780NDate: 30-05-2014Place : New Delhi VIRENDER KUMAR (Partner) M No. 85350

24


BALANCE SHEET AS AT 31.03.2014MCS LIMITED (Rs. in Lakh)

Parti culars Note AS At 31.03.2014 As At 31.03.2013 (Audited) (Audited) EQUITY AND LIABILITIES SHAREHOLDERS’ FUNDS Share capital 3 522.04 522.04 Reserves and surplus 4 1,675.44 1,667.58

NON-CURRENT LIABILITIES Long Term Borrowings 5 3.62 1.04 Deferred tax liabiliti es (net) 6 - 3.22 Long-term provisions 7 19.30 14.95

CURRENT LIABILITIES Short Term Borrowings 8 901.99 939.15 Trade payables 9 48.62 31.62 Other current liabiliti es 10 33.49 102.60 Short-term provisions 11 6.60 5.78

3,211.11 3,284.76

ASSETS NON-CURRENT ASSETS Fixed assets Tangible assets 12 102.44 134.45 Intangible assets 12 - -

Non Current Investment 13 2,592.74 2,593.00 Deferred tax assets (net) 6 4.78 2.62 Long-term loans and advances 14 376.41 233.81 Other non-current assets 15 40.37 39.51

CURRENT ASSETS Current investments 13 14.03 14.16 Trade receivables 16 61.17 131.85 Cash and Bank Balances 17 14.43 18.85 Short-term loans and advances 18 3.40 114.02 Other current assets 19 1.33 2.48

3,211.11 3,284.76

SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS 1 to 32

AS PER OUR REPORT OF EVEN DATE FOR : MCS LIMITED For AMOD AGRAWAL & ASSOCIATES Chartered Accountants FRN - 005780N (Virendra Kumar) (Hiren Vyas) (Priya Darshan Waila) (Parshuram V Bhuwad)M.No : 85380 Company Secretary Director Whole ti me DirectorPartner

Place: NEW DELHI Dated : 30/05/2014 (Madhukar M Parase) Director


25

PROFIT AND LOSS A/C FOR THE YEAR ENDED 31.03.2014MCS LIMITED (Rs. in Lakh)

Statement of Profi t and Loss Note For the Year For the Year Ended (Audited) Ended (Audited) 31-Mar-14 31-Mar-13

Revenue from operati ons Gross Receipts from Professional Services 569.34 593.05 Less : Service Tax 55.39 62.87 Net Receipts from Professional Services 513.95 530.18 Other income 20 4.14 3.92 Total Revenue 518.09 534.10

Expenses Operati ng Expenses 21 167.29 175.73 Employee Benefi t Expenses 22 150.08 148.09 Financial Cost 23 6.54 1.56 Depreciati on and Amorti sati on Expense 12 28.04 41.90 Other Expenses 24 146.68 165.55 Total expenses 498.64 532.82

Profi t before excepti onal and extraordinary items and tax 19.45 1.27Extraordinary Items - - Profi t/(Loss) Before Tax 19.45 1.27Tax expense: Current tax 10.74 0.80Current tax for earlier year 3.01 18.67Deferred tax (2.16) (5.84)Profi t for the Year (7.86) (12.36)

EARNINGS PER EQUITY SHARE (Before exepti onal items) Equity shares of par value `10 /- each Basic (0.15) (0.24)Diluted (0.15) (0.24)EARNINGS PER EQUITY SHARE (Aft er exepti onal items) Basic (0.15) (0.24)Diluted (0.15) (0.24)

Number of shares used in computi ng earnings per share Basic 5,219,282 5,219,282 Diluted 5,219,282 5,219,282 SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS 1 to 32



26


NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 20143. SHARE CAPITAL (Rs. in Lakh)

Parti culars As at As at

March 31, 2014 March 31, 2013

Authorized Shares* 1,02,50,000 Equity shares of `10/-each 1,025.00 1,025.00 1,025.00 1,025.00 Issued, Subscribed Shares 52,23,697 (Previous Year 52,23,697) Equity shares of `10/- each 522.37 522.37

Fully Paid Up Shares 52,19,282 (Previous year 52,19,282 ) Equity shares of `0/- each fully paid 521.93 521.93 Add : Forfeited Shares (4,415 (previous year 4,415) shares @ ` 2.50 paid up 0.11 0.11

522.04 522.04

* The Authorized share capital of the Company as per books of accounts is `1025 lacs , however, as per the records of the Registrar of the Companies, Maharastra, same is appearing as `525 lacs. The diff erence in amount needs to be determined and corrected.

A) Reconciliati on of the number of Equity shares outstanding

B) Terms / Rights att ached to Equity Shares

The company has only one class of equity share having a par value of `10 per share. Each equity shareholder is enti tled for one vote per share. The company declares and pays dividend in Indian rupees. The dividend proposed by the board of directors is subject to the approval of shareholders in the ensuing annual general meeti ng.

In the event of liquidati on of the company, the holders of equity shares will be enti tled to receive remaining assets of the company, aft er distributi on of all preferenti al amounts. This distributi on will be in proporti on to the number of equity shares held by the shareholder.

As per records of the company, including its register of shareholders/members and other declarati ons received from shareholders regarding benefi cial interest, the above shareholding represents both legal and benefi cial ownerships of shares.

C) Detail of Shareholders holding more than 5% shares in the Company


March 31, 2014 March 31, 2013

Number of shares at the beginning 5,223,697 5,223,697

Add: Shares issued during the year - -

Number of shares at the end 5,223,697 5,223,697

31-Mar-14 31-Mar-13

No. of Shares % Holding in class No. of Shares % Holding in class

Saurabh Rateria Promoter 1,283,553.00 24.59 1,283,553 24.59Sneha Rateria Promoter 800,000.00 15.33 800,000 15.33S.K. Infosoluti ons Pvt Ltd. Corporate body 700,000.00 13.41 700,000 13.41Gagan Merchants Pvt. Ltd. Corporate body 305,099.00 5.85 305,099 5.85


27

4. RESERVES AND SURPLUS (` in Lakh)

5. LONG TERM BORROWINGS (` in Lakh)

i. Vehicle loan from Scheduled Bank is Secured by way of Hypothecati on of the respecti ve vehicles.

6. DEFERRED TAXES (` in Lakh)

Parti culars As at As at March 31, 2014 March 31, 2013

Capital reserve - Opening balance 398.00 398.00Add: Transferred from Profi t and Loss account 398.00 398.00

Securiti es premium reserve - Opening balance 294.15 294.15

294.15 294.15

General reserve - Opening balance 358.82 358.82Add: Transferred from Profi t and Loss account - - 358.82 358.82

Surplus/(Defi cit)in the Statement of Profi t & Loss- Opening Balance 616.62 628.97 Add: Net profi t/(loss) aft er tax transferred from Statement of Profi t and Loss 7.86 (12.36)Amount available for appropriati on 624.47 616.62 Appropriati ons: - - Balance in profi t and loss account 624.47 616.62

TOTAL 1,675.44 1,667.58


Vehicle Loan (secured) 6.78 7.53Less : Amount disclosed under “Other Current Liabiliti es” (Refer Note 10) 3.16 6.49

TOTAL 3.62 1.04


March 31, 2014 March 31, 2013

Deferred liabiliti es Timimg diff erence on account of depreciati on 22.76 41.31 (Diff erence as per books & as per Income Tax Act)

Total 22.76 41.31

Deferred Assets On account of Disallowance u/s 43B 25.05 19.91 Provisions 13.18 29.87

Total 38.22 49.79

Net deferred Liabiliti es/(Assets) (15.46) (8.48)Net deferred Tax Liabiliti es/(Assets) (4.78) (2.62)Net deferred Tax Liabiliti es/(Assets) for the year (2.16) (5.84)

28


7. LONG TERM PROVISIONS (` in Lakh)

8. SHORT TERM BORROWINGS (` in Lakh)

*In the absence of any agreement, unsecured loans from body corporates is considered as payable on de-mand and thus shown as short term borrowings. No provision for interest is made in the books of accounts, as the management claims no interest is payable thereon. The company is in default in repayment of principal amount of `901.99 lacs (previous year `939.15 lacs) and interest thereon, if any. The balances outstanding are subject to confi rmati on.

9. TRADE PAYABLES (` in Lakh)

10. OTHER CURRENT LIABILITIES (` in Lakh)

(1) to be transferred to Investor Protecti on fund as and when due

11. SHORT TERM PROVISIONS (` in Lakh)


March 31, 2014 March 31, 2013

Provision for Gratuity 19.30 14.95

19.30 14.95


March 31, 2014 March 31, 2013

Unsecured Loans from Body Corporate* 901.99 939.15

TOTAL 901.99 939.15


Total outstanding dues of other than Micro & Small Enterprises 48.62 31.62

TOTAL 48.62 31.62


Unpaid Dividend * 1.41 2.99 Employee Benefi t Payable 0.97 4.75 Expenses Payable 0.02 6.70 Govt. Dues i.e. TDS, PF, ESIC 0.59 1.38 Other Payables 14.21 69.24 Advance from Customers 13.13 11.04 Current Maturiti es of Vehicle Loan (Secured) 3.16 6.49 TOTAL 33.49 102.60


Provision for Leave Encashment 2.16 2.16Provision for Gratuity 3.58 2.80Provision for Wealth Tax(net of paid) 0.86 0.82TOTAL 6.60 5.78


29

NO

TE 1

2FI

XED

ASS

ETS

( Am

ount

in `

)

Gr

oss B

lock

Depr

eciati o

n

Net B

lock

PA

RTIC

ULAR

S C

OST

A

DDIT

ION

S

ALES

/ CO

ST

TOT

AL

ADJU

STM

ENT/

F

OR

THE

TOTA

L

AS

AT

DU

RING

A

DJUS

T-

AS A

T

UPT

O

WRI

TTEN

PE

RIO

D EN

DED

UP

TO

AS A

T

AS A

T

01.

04.2

013

T

HE Y

EAR

M

ENT

3

1.3.

2014

3

1.03

.201

3

BAC

K

31.

3.20

14

31.

3.20

14

31.

3.20

14

31.0

3.20

13

R

s.

Rs.

R

s.

Rs.

R

s.

Rs.

R

s.

Rs.

R

s.

Rs.

A. T

NAGI

BLE

ASSE

TSBu

ildin

gs

13,

234,

122.

00

-

-

13,

234,

122.

00

10,

172,

504.

00

-

914

,455

.00

1

1,08

6,95

9.00

2

,147

,163

.00

3,0

61,6

18.0

0

Com

pute

r Equ

ipm

ents

2

7,90

8,58

9.20

7

2,32

5.00

27,

980,

914.

20

27,

692,

110.

00

5

1,98

2.00

2

7,74

4,09

2.00

2

36,8

22.2

0

216

,479

.20

Furn

iture

& Fi

xtur

es

4,4

39,4

54.0

0

-

-

4,4

39,4

54.0

0

2,9

95,6

73.0

0

-

260

,239

.00

3

,255

,912

.00

1

,183

,542

.00

1,4

43,7

81.0

0

Offi c

e Eq

uipm

ents

1

,370

,026

.00

6

,800

.00

-

1

,376

,826

.00

8

55,4

32.0

0

-

66,

175.

00

921

,607

.00

4

55,2

19.0

0

514

,594

.00

Air C

onditi o

ner

2,4

06,0

79.0

0

-

-

2,4

06,0

79.0

0

1,0

71,3

48.0

0

-

114

,088

.00

1

,185

,436

.00

1

,220

,643

.00

1,3

34,7

31.0

0

Vehi

cles

15,

302,

422.

97

637

,646

.00

3

,675

,357

.00

1

2,26

4,71

1.97

9

,529

,244

.00

2

,561

,601

.33

1

,242

,702

.99

8

,210

,345

.66

4

,054

,366

.31

5,7

73,1

78.9

7

Elec

trica

l Equ

ipm

ents

2

,492

,836

.60

-

-

2

,492

,836

.60

1

,392

,138

.00

-

1

54,5

76.0

0

1,5

46,7

14.0

0

946

,122

.60

1,1

00,6

98.6

0

Tota

l (A)

6

7,15

3,52

9.77

7

16,7

71.0

0

3,6

75,3

57.0

0

64,

194,

943.

77

53,

708,

449.

00

2,5

61,6

01.3

3

2,8

04,2

17.9

9

53,

951,

065.

66

10,

243,

878.

11 1

3,44

5,08

0.77

B. IN

TANG

IBLE

ASS

ETS

SOFT

WAR

ES

43,

216,

170.

00

-

-

43,

216,

170.

00

43,

216,

170.

00

-

-

43,2

16,1

70.0

0

-

-

Tota

l (B)

4

3,21

6,17

0.00

-

-

4

3,21

6,17

0.00

4

3,21

6,17

0.00

-

-

43

,216

,170

.00

-

-

T

tl(

AB)

110

369

699

7771

677

100

367

535

700

107

411

113

7796

924

619

002

561

601

332

804

217

9997

167

235

6610

243

878

1113

445

080

77

30



Short Term Investment (At Cost) *

A. Other than Trade - Quoted

Equity Shares 1193 (Previous year 1074 ) shares of `10 each fully paid up in Allahabad Bank 1.17 1.30

150 (Previous year 150) shares of `10 each fully paid up in GAIL India Limited 0.55 0.55

150 (Previous year 150) shares of `10 each fully paid up in Maruti Suzuki India Limited 1.75 1.75

2376 (Previous year 2376) shares of `10 each fully paid up in ONGC Limited 6.63 6.63

100 (Previous year 100) shares of `10 each fully paid up in PTC India Limited 0.06 0.06

1400 (Previous year 1400) shares of `10 each fully paid up in Oreintal Bank of Commerce 3.53 3.53

100 (Previous year Nil) shares of `10 each fully paid up in Bank of Maharashtra 0.04 0.00

43 (Previous year 155) shares of `10 each fully paid up in Punjab Nati onal Bank 0.29 0.34

TOTAL (A) 14.03 14.16

Non - Current Investment (At Cost) B. Other than Trade - Unquoted

Units of Mutual Fund

23 (Previous year 27) units of ICICI Prudenti al Mutual Fund of `5000 each fully paid up 1.30 1.56

Fixed Deposits

Fixed Deposits Sardar Sarovar Nigam Limited 2.00 2.00

In Foreign Company*

41,00,000 (previous share 41,00,000) share of `12.63 each fully paid up in Ferro Alloys CJSC 2589.44 2589.44

TOTAL (B) 2,592.74 2,593.00

GRAND TOTAL (A+B) 2,606.77 2,607.16

13. INVESTMENTS (` in Lakh)


31

* Investment in quoted equity shares is held towards sett lement of investors claims , hence treated as Short Term Investment.

Aggregated Market value of Company’s quoted Investments ( Market Value `15.73 lacs (P.Y. - `17.53 ).

* Ferro Alloys CJSC incorporated in Kyrgz Republic. Face value of each share is converted in equivalent rupees. Shares are alloted @ 50 soms each including premium of 40 som

i) The company has taken the approval of its members in Extra Ordinary General Meeti ng held on 14/03/2008, for investments up to `100 Cr. (Rupees hundred crores only) in one or more tranches , by way of Equity Capital / making loans to / providing security by way of loans to be granted to, new company( ies) to be incorporated as subsidiary (ies) of this company in a foreign country. The said approval was modifi ed in the AGM held on 30/09/2009 by authorizing the company to invest in the company (ies) other than subsidiary also. The members also rati fi ed the acti on of Board of Directors for sums advanced to M/s Ferro Alloys LLC, Kyrgyzstan, a foreign company, which is not a subsidiary of this company and also authorized to give further sums by way of loans, provide security for the loans to M/s Ferro Alloys CJSC Kyrgyzstan, within the aggregate limit of `100 crores.

ii) The company has so far invested sums aggregati ng to `282325873/- (Previous year `282325873/-). Out of which, shares for `2589.44 lacs (previous year `2589.44 lacs), equivalent to USD 5613363 has been allott ed to company. The balance amount of `233.81 lacs (Previous year `233.81 lacs) is shown as advance to M/s Ferro Alloys C JSC, Kyrgyzstan.

iii) That M/s Ferro Alloys CJSC Kyrgyzstan on 26/11/2009 alloted 4100000 equity shares of 10 Soms each at a premium of 40 Soms amounti ng to 205000000 Soms equivalent to 5613363 USD (Conversion rate 1 USD = 36.52 Soms as on date of allotment) to the company.

_________________________________________________________________________________________________

14. LONG TERM LOANS & ADVANCES (` in Lakh)

15. OTHER NON CURRENT ASSETS (` in Lakh)


Advance for Kygstan Project (Refer Note 13) 233.81 233.81 Advance income taxes/Tax deducted at source (Net of provision of Income tax) 142.60 106.64

TOTAL 376.41 340.46


Deposit with Banks 7.44 4.54 Advances to body corporate 20.32 20.32 Accrued Interest 0.65 0.67 Security Deposits 11.96 13.98

TOTAL 40.37 39.51

32


16. TRADE RECEIVABLES (` in Lakh)

17. CASH & BANK BALANCES (` in Lakh)

* ` 0.09 lacs on account of Bank Charges debited by Bank has not been replenished by the Company.* These balances are not available for the use by the company as they represents corresponding unpaid dividend liabiliti es.

18. SHORT-TERM LOANS AND ADVANCES (` in Lakh)


Receivables outstanding for a period exceeding six months from the date they are due from payment Unsecured Considered good 3.53 36.78 Considered doubtf ul 13.18 29.87 Provision for Doubtf ul debts 13.18 29.87

TOTAL (A) 3.53 36.78

Other Receivables Unsecured Considered good 57.64 95.07

TOTAL (B) 57.64 95.07

TOTAL 61.17 131.85


Cash on Hand 0.59 1.42 Balance with bank : In Current A/c 10.44 12.53 In Unpaid Dividend A/c * 1.41 2.90

TOTAL (A) 12.43 16.85

Deposit with Maturity more than 3 month but less than 12 months 2.00 2.00 Deposit with Maturity more than 12 months 7.44 4.54 9.44 6.54 Less : Amount Disclosed under Non Current Assets 7.44 4.54

TOTAL (B) 2.00 2.00

TOTAL 14.43 18.85


Unsecured, considered good

Advance to Suppliers 0.57 0.30

Loans and advances to employees 4.15 3.55

Other Advances - 0.50

Service Tax Receivable (net of Payable) (1.32) 3.02

TOTAL 3.40 7.38


33

19. OTHER CURRENT ASSETS (` in Lakh)

20. OTHER INCOME (` in Lakh)

21. OPERATING EXPENSES (` in Lakh)

22. EMPLOYEE BENEFIT EXPENSES (` in Lakh)

23. FINANCE COST (` in Lakh)


Balance with Post Offi ce 0.50 - Interest accrued but not received 0.13 - Prepaid Expenses 0.70 2.48

TOTAL 1.33 2.48


Interest - Income Tax Refund - 1.79 Interest from banks 2.21 1.71 Dividend 0.85 0.38 Miscellaneous Income 1.08 0.04 TOTAL 4.14 3.92


Claim paid 67.35 100.04 Processing & Data Entry Charges 4.00 5.23 Courier and Forwarding 3.93 4.97 Postage & Stamp Duty 17.48 16.63 Emailing Charges 39.25 17.85 Stati onery & Printi ng 13.92 11.93 Computer Consumables & Maintenance 1.04 2.82 Electricity, water & fuel 12.12 10.56 Others 8.21 5.69

TOTAL 167.29 175.73


Salary & Allowances 133.81 138.24 Contributi on to Provident and other funds 7.67 8.26 Staff Welfare 2.58 3.04 Provision for Gratuity provided / (writt en back) 5.13 (0.98)Provision for Leave provided / ( writt en back) 0.90 (0.46)

TOTAL 150.08 148.09


Interest Other - 0.18 Interest on Excise Duty 5.95 - Interest on Vehicle loan 0.58 1.38

TOTAL 6.54 1.56

34


24. OTHER EXPENSES (` in Lakh)


Offi ce Rent 20.65 20.52 Rates & Taxes 3.53 8.60 Travelling Expenses 12.73 7.96 Legal & Professional Charges 17.32 31.64 Penalty on Excise Duty 6.81 - Telephone , Telex & Fax 8.36 9.32 Repairs & Maintenace 5.30 5.66 Auditor’s Remunnerati on(Net of Service Tax) As Statutory Audit 2.50 2.50 As Tax Audit * 1.90 - In Other Capacity- Tax Matt er - 0.50 Adverti sement 0.43 0.69 Insurance Expenses 1.22 1.19 Vehicle Running Expenses 13.30 13.36 Advance / Bad Debts W/off (Net) 19.69 32.21 Business Promoti on 4.05 - Fees & Renewals 6.06 8.82 General Offi ce Expenses 12.53 13.09 Conveyance Expenses 4.54 4.63 Provision for Doubtf ul Debts / (Provision writt en back) - 3.10 Loss on sale of Investment / Asset 5.19 1.51 Bank Charges 0.54 0.25

TOTAL 146.68 165.55

* Current year includes Rs. 1.40 lacs of ealier years


35

NOTES TO ACCOUNTS

1 Nature of Operati on The MCS Limited, hereaft er reff ered to as a Company,is engaged in Regitrar and Share Transfer agent

acti viti es. 2 Signifi cant Accounti ng Policies These fi nancial statements have been prepared in accordance with the generally accepted accounti ng

principles in India under the historical cost conventi on on accrual and prudent basis.

These fi nancial statements have been prepared to comply, in all material aspects, with the applicable accounti ng standards noti fi ed under Secti on 211 (3C) {Companies (Accounti ng Standard) Rules, 2006 as amended} and the other relevant provisions of the Companies Act, 1956.

All assets and liabiliti es have been classifi ed as current or non-current as per Company’s normal operati ng cycle and other criteria set out in the Revised Schedule VI to the Companies Act, 1956.

i) Use of Esti mates The preparati on of fi nancial statements in confi rmity with indian GAAP requires the management to

make judgements, esti mates and assumpti ons that eff ect the reported amount of revenues, expenses, assets and liabiliti es and the disclosure of conti gent liabiliti es, at the end of reporti ng period. Although these esti mates are based on the management’s best knowledge of current events and acti ons, uncertainty about these assumpti ons and esti mate could result in outcomes requiring a material adjustments to the carrying amount of assets or liabiliti es in the future period.

ii) Depreciati on Depreciati on, on assets other than leased assets is provided on straight line method, on prorata basis,

in accordance with the Schedule XIV of the Companies Act, 1956. In respect of additi ons to the assets other than leased assets during the year where the cost of each asset does not exceed Rs.5,000/-, are writt en off 100%. Improvement on Leased assets and the assets created on leasehold land are writt en off over the primary period of lease. Intangible assets (Goodwill and soft ware) are accounted at their cost of acquisiti on and amorti zed over their esti mated economic life not exceeding 10 years.

iii) Tangible fi xed Assets Fixed assets are stated at cost less accumulated depreciati on. Cost is inclusive of freight, duti es, levies

and any directly att ributable cost of bringing the assets to their working conditi on for intended use. All costs relati ng to up-gradati ons/ enhancements are generally charged off as revenue expenditure unless they bring signifi cant benefi ts of lasti ng nature.

iv) Impairment of Fixed Assets Considerati on is given at each balance sheet date to determine whether there is any indicati on of

impairment of the carrying amount of the Company’s fi xed assets. If any indicati on exists, asset’s recoverable amount is esti mated. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount of assets is the value in use. In assessing the value in use, the esti mated future cash fl ows are discounted to their present value based on an appropriate discount factor.

Reversal of impairment losses recognized in prior years is recorded when there is an indicati on that the impairment losses recognized for the asset no longer exist or have decreased. However, the increase in carrying amount of an asset due to reversal of an impairment loss is recognized to the extent it does not exceed the carrying amount that would have been determined (net of depreciati on) had no impairment loss been recognized for the asset in prior years.

36


v) Borrowing Costs The borrowing cost in respect of loans taken by the Company for augmenti ng its resources for carrying

out its regular business acti vity and capital expenditure, is charged to the revenue as expense in the period in which they are incurred as the assets acquired does not take a substanti al period of ti me to get ready for its intended use.

vi) Income Taxes Tax expense comprises of current and deferred tax. Current income tax is measured at the amount

expected to be paid to the tax authoriti es in accordance with the Income Tax Act, 1961. Deferred income taxes refl ects the impact of current year ti ming diff erences between taxable income and accounti ng income for the year and reversal of ti ming diff erences of earlier years.

Deferred tax is measured based on the tax rates and the tax laws enacted or substanti vely enacted at the balance sheet date. Deferred tax assets are recognised only to the extent that there is reasonable certainty that suffi cient future taxable income will be available against which such deferred tax assets can be realised. If the company has unabsorbed depreciati on and carry forward of tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that such deferred tax assets can be realised against future taxable profi ts.

vii) Income Recogniti on: The Income from operati onal acti viti es (net of rebate and discounts) are accounted for on accrual

basis.

Income in respect of other heads of Income such as dividend, interest etc. is accounted for on accrual basis. In cases where there is uncertainty of collecti ons, the income is accounted on receipt basis.

viii) Investments Investments are stated at lower of cost or realizable value in accordance with applicable accounti ng

standards. ix) Foreign Currency Transacti ons Foreign Currency Transacti ons are recorded in the reporti ng currency, by applying to the foreign

currency amount the exchange rate between the reporti ng currency and the foreign currency at the date of transacti on.

x) Reti rement and Other Employee Benefi ts Gratuity liability is defi ned benefi t obligati on and is so provided for on the basis of an actuarial valuati on

on the projected unit credit method made at the end of each fi nancial year. Reti rement benefi ts in the form of Provident Fund is a defi ned contributi on scheme and the contributi ons

are charged to the Statement of Profi t & Loss Account of the year when the contributi ons to the fund are due. There are no other obligati ons other than the contributi on payable to the respecti ve authoriti es.

Short term/ Long tern compensated absences are provided for, based on actuarial valuati on carried by an actuary as at the end of the year.

Actuarial gains/ losses are immediately taken to Statement of Profi t and Loss account and are not deferred.

xi) Earning Per Share Basic earnings per share are calculated by dividing the net profi t or loss for the year att ributable of

equity shareholders (aft er deducti ng att ributable taxes) by the weighted average number of equity


37

shares outstanding during the period. For the purpose of calculati ng diluted earnings per share, the net profi t or loss for the year att ributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the eff ects of all diluti ve potenti al equity shares.

xii) Impairment of Assets As sti pulated in accounti ng standard –28 on Impairment of Assets issued by the Insti tute of Chartered

Accountants of India, the Company assessed potenti al generati on of economic benefi ts from its business units and is of the view that assets employed in conti nuing business are capable of generati ng adequate returns over their useful lives in the usual course of business, there is no indicati on to the contrary and accordingly the management is of the view that no impairment provision is called for in these accounts.

xiii) Claims are accounted for at the ti me of sett lement. 25 Conti ngent Liabiliti es not provided for: In respect of losses on account of fraud, no provision has been made as the matt er is under investi gati on.

In the absence of adequate informati on and pending completi on of investi gati ons likely liability of loss could not be ascertained. However, the investors’ claims to the extent admitt ed by the Company are accounted for in the year of sett lement.

In respect of Civil Suits fi led against the Company, no provision has been made as the case is pending in the courts of law. The liability of the Company could not be ascertained.

Due to certain discrepancies in some public issues handled by the company recti fi cati on of the errors is in process and consequent liability, if any, and its eff ect on profi tability is not ascertainable. The same is accounted for in the year of sett lement.

In respect of Bank Guarantees executed Rs 6.40 lacs (Previous year Rs.6.40 lacs).

The Company has given a Corporate Guarantee of Rs.2565.50 lacs (Rupees Twenty Five Crore Sixty Five Lacs Fift y Thousand Only) jointly in favour of Punjab Nati onal Bank and Dena Bank on behalf of Computech Internati onal Ltd., a Company in which promoters have substanti al interest (Previous Year Rs.2565.50 lacs).

26 Segment reporti ng, as defi ned in Accounti ng Standard 17, is not applicable as the Company is engaged

in one business of Register & Share Transfer Agents only. Also Geographical segments is not applicable as the company operates only within India where risk & returns are not considered to be diff erent area wise/locati owise.

27 Employee Benefi t The following table sets out the status of the gratuity scheme plan as at 31st March, 2014.

i. Changes in Present Value of Obligati ons during the period 01.04.2013 to 31.03.2014

31.03.2014 31.03.2013

Present value of obligati on as at the beginning of the period 17.75 18.73

Interest Cost 1.60 1.49

Current Service Cost 1.82 1.66

Benefi t Paid - -

Actuarial (gain)/loss on obligati ons 1.71 (4.13)

Present Value of obligati on as at the end of the period 22.88 17.75

38


ii. Actuarial Gain/Loss recognized for the period 01.04.2013 to 31.03.2014

iii) The amounts to be recognized in Balance Sheet and statements of profi t and loss

iv) Expense recognized in the statement of profi t and loss for the period 01.04.2013 to 31.03.2014

The esti mates of future salary increases, considered in actuarial valuati on, take account of infl ati on, seniority, promoti on and other relevant factors, such as supply and demand in the employment market. The Detail of Fund and Plan Asset positi on as at March 31,2014 are as follows :

Assumpti ons As on 31.03.2014 As on 31.03.2013

Discount Rate 9.00% 8.00%

Rate of increase in Compensati on 5.00% 5.00%

Rate of Return on Plan Assets --- ---

Average Outstanding Service of Employees upto Reti rement 15 Years 15 Years

31.03.2014 31.03.2013

Actuarial gain/(Loss) for the period – obligati on (1.71) 4.13

Actuarial gain/(loss) for the period – Plan Assets - -

Total (gain)/loss for the period - -

Actuarial (gain)/loss recognized in the period 1.71 (4.13)

Unrecognized actuarial(gains)/losses at the end of period on 31.03.2014 - -

31.03.2014 31.03.2013

Present value of Obligati on as at the end of the period on 31.03.2013 22.88 17.75

Fair Value of Plan Assets as at the end of the period on 31.03.2013 - -

Funded Status (22.88) (17.75)

Net Liability Recognized in Balance Sheet on 31.03.2014 22.88 17.75

31.03.2014 31.03.2013

Current Service Cost 1.82 1.66

Past Service Cost - -

Interest Cost 1.60 1.49

Expected Return on Plan Assets - -

Net actuarial(gain)/loss recognized in the period 1.71 (4.13)

Expenses Recognized in the statement of Profi t & Loss 5.13 (0.98)

Grauity 31.03.2014 31.03.2013 31.03.2012 31.03.2011 31.03.2010 31.03.2009

Defi ned benefi t obligati on 22.88 17.75 18.73 17.16 14.80 13.99

Plan assets - - - - - -

Defecit 22.88 17.75 18.73 17.16 14.80 13.99

Experience adjustment on plan liabiliti es Loss / (Gain) 1.71 (4.13) (1.61) - - -

Experience adjustment on plan assets - - - - - -


39

28 RELATED PARTY DISCLOSURES

a) Related parti es with whom no transacti ons have taken place during the period but control exist:

b) Related parti es with whom transacti ons have taken place during the period

c) Transacti ons with related parti es i) Parti es in which substanti al interest of person having substanti al interest in the Company.

ii) Persons having substanti al interest directly or indirectly in the voti ng power of the company.

AXC Computers Pvt. Ltd. Compubell Infotech Ltd. Vedanth.com Worldwide Surbhi Development Projects Pvt. Ltd.

Parti culars Opening Balance Transacti on during the year Closing Balance

Computech Internati onal Limited Debits (Rs.) Credits (Rs.)

Service Provided / On account of Rent Nil Nil Nil Nil

(Nil) (Nil) (Nil) (Nil)

Corporate Gurantee 2565.00 Nil Nil 2565.00

(2565.00) (Nil) (Nil) (2565.00)

Security Deposits Nil Nil Nil Nil



Debits (Rs.) Credits (Rs.)

Current account Nil Nil Nil Nil


Parti es in which substanti al interest of persons having substanti al interest in the company Computech Internati onal Ltd. Persons having substanti al interest directly or indirectly Shri Saurabh Rateria in the voti ng power of the company. Ms. Sneha Rateria Key management personal Sri Parshuram V Bhuwad Appointed on 02/04/12 Shri Ajay Dalal Directors Shri Madhukar M Parase Sri Parshuram V Bhuwad Appointed on 02/04/12 Shri Priya Darshan waila (Appointedon 03/05/2014) Shri Ajay Dalal (RESIGNED ON 03/05/2014)

40


iii) Key Management Personnel Managerial Remunerati on

-- Previous year fi gures are given in bracket

29 RECONCILIATION OF BASIC AND DILUTED SHARES USED IN COMPUTING EARNINGS PER SHARE

Earning Per Share (Rs. In Lacs)


Debits (Rs.) Credits (Rs.)

Ajay Dalal Nil Nil Nil Nil

(Nil) (3.08) (3.08) (Nil)

Parshuram V Bhuwad Nil Nil Nil Nil

(Nil) (1.51) (1.51) (Nil)

Subhabrata Biswas Nil Nil Nil Nil


Nil Nil Nil Nil


Sitti ng Fees

Ajay Dalal Nil Nil Nil Nil


Mr. Parshuram V Bhuwad Nil Nil Nil Nil


Mr. Madhukar M Parase Nil Nil Nil Nil


Parti culars Year ended March 31

2014 2013

Number of shares considered as basic weighted average shares outstanding 5,219,282 5,219,282 Add: Eff ect of diluti ve issues of shares/stock opti ons - -

Number of shares considered as weighted average shares and potenti al shares outstanding 5,219,282 5,219,282

Parti culars March 31,2014 March 31,2013

Net Profi t as per statement of Profi t & Loss att ributable to Equity shareholders 7.86 (12.36)(Before Extraordinary items) Earning per Share (Rs) (Face value Rs. 10 Per Share) Basic 0.15 (0.24)Diluted 0.15 (0.24)

Net Profi t as per statement of Profi t & Loss att ributable to Equity shareholders 7.86 (12.36)(Aft er Extraordinary items) Earning per Share (Rs) (Face value Rs. 10 Per Share) Basic 0.15 (0.24)Diluted 0.15 (0.24)

Weighted average number of equity Shares (in nos) 5,219,282 5,219,282


41

30 The company has entered into various lease agreements for leased premises , which expires at various dates over the next fi ve years. The further lease payments under operati ng leases are as follows:

(Rs. In Lacs)

31 Other additi onal informati ons have been furnished to the extent applicable. i) Foreign currency outgo Nil (Previous year Nil). ii) Foreign Currency earnings Nil ( Previous Year Nil.)

32 PREVIOUS YEAR FIGURES

The company has reclassifi ed previous year fi gures to conform to this year’s classifi cati on, wherever considered necessary.



Parti culars March 31, 2014 March 31, 2013

Total Lease Payments for the year 20.65 20.52

Minimum Lease Payments :

Not later than one year 20.65 20.52

Later than one year but not later than fi ve years 61.43 82.08

later than fi ve years -- --

42


CASH FLOW STATEMENT FOR THE YEAR ENDED 31st March, 2014(Rs. in Lacs)

Parti culars Year ended March 31 2014 2013A. Cash Flows from Operati ng Acti viti es Net Profi t before tax 19.45 1.27

Adjustments to reconcile profi t before tax to cash provided by Operati ng Acti viti es Depreciati on and amorti sati on Expense 28.04 41.90 Interest paid 6.54 1.56 Interest received (2.21) (1.71)Provision for Leave & Gratuity 6.03 (1.44)Loss on Sale of Fixed Assets 5.19 Loss on Sale of Investments 0.73 1.51 Advances/Bad Debts W/Off 19.69 30.12 Dividend Received (0.85) (0.38)Provisions for Doubtf ul Debts - 3.10

Operati ng Profi t Before Working Capital Changes 82.61 75.93 Movement in Working Capital Long-term provisions (1.67) 1.68 Other current liabiliti es (69.11) (5.38)Short-term provisions 0.81 (1.48)Other non-current assets 2.69 2.01 Trade receivables 50.99 (12.21)Short-term loans and advances 3.98 93.81 Long term loans and advances (2.62) (88.28)Other current assets 1.27 0.53 Trade Payables 17.00 9.45

Cash Generated from Operati ons 85.95 76.07

Income Taxes Paid (Net of Refund Received) (47.09) (37.83)

Net cash generated from Operati ng Acti viti es 38.86 38.24

B. Cash Flows from Investi ng Acti viti es Purchases of Fixed Assets (7.17) (2.54)Sale of Fixed Assets 5.95 - Purchase of Investments (0.34) (2.47)Sale /Claim of Investments - 4.06 Dividend Received 0.85 0.38 Movement in Fixed Deposit with bank (2.90) 1.65 Interest Received 1.43 1.04

Net Cash Provided by / (Used in) Investi ng Acti viti es (2.18) 2.13

C. Cash Flows from Financing Acti viti es Interest Paid (6.54) (1.56)Proceeds from Long Term Borrowings - - Repayment of Short Term Borrowings (37.16) (31.00)Repayment of Long Term Borrowings 2.59 (6.48)Net cash used in Financing Acti viti es (41.11) (39.05)Net Increase/(Decrease) in cash and cash equivalents (4.42) 1.32

Cash and cash equivalents at the beginning of the Year 16.85 15.53 Cash and cash equivalents at the end of the Year 12.43 16.85 Components of cash and cash equivalents Cash on hand 0.59 1.42 Balance with scheduled banks: - on deposit account 19.88 19.07 - unpaid dividend accounts* 1.41 2.90 Cash and Bank balance 21.87 23.39 Less : Deposit with Maturity more than 3 month but less than 12 months 2.00 2.00 Less: deposits having maturity period more than 12 months considered as non current asset 7.44 4.54 12.43 16.85 0.00 0.00 * These balances are not available for use of the company as they represent corresponding dividend liabiliti es.

AS PER OUR REPORT OF EVEN DATE FOR : MCS LIMITED For AMOD AGRAWAL & ASSOCIATES Chartered Accountants FRN - 005780N

(Virendra Kumar) (Hiren Vyas) (Priya Darshan Waila) (Parshuram V Bhuwad)M.No : 85380 Company Secretary Director Whole ti me DirectorPartner

Place: NEW DELHI (Madhukar M Parase) Dated : 30/05/2014 Director


43

MCS LIMITEDRegd. Offi ce: 21/22, Kashiram Jamnadas Building, 5 P.D. Mello Road, Ground Floor

Ghadiyal Godi, Mumbai, Maharashtra, India-400009

PROXY FORMFolio No………………………… No. of Shares held…………….......…...DP ID No. ………………………… Client ID No.............…………...………I/We .................................................................................. of ........................................................................................................................................ being a Member/Members of MCS Limited, hereby appoint Mr./Ms. .............................................................. of ......................................................... or failing him/her Mr./Mrs. ....................................................... of ........................................................ as my/our proxy to att end and vote for me/us on my/our behalf at the 29th Annual General Meeti ng of the Company to be held at 21/22, Kashiram Jamnadas Building, 5 P.D. Mello Road, Ground Floor, Ghadiyal Godi, Mumbai, Maharashtra, India-400009 on 30th Spetmber, 2014 at 11 A.M. and at any adjournment thereof.

Signed this …………………day of ……………….....2014

NOTE:This Proxy form, in order to be eff ecti ve should be duly stamped, completed and signed must be deposited at the Registered Offi ce of the Company not less than 48 hours before the aforesaid Meeti ng.

Affi xRevenueStamp of

Rs. 1/- Signature of Shareholder

MCS LIMITEDRegd. Offi ce: 21/22, Kashiram Jamnadas Building, 5 P.D. Mello Road, Ground Floor

Ghadiyal Godi, Mumbai, Maharashtra, India-400009

ATTENDANCE SLIPTo be handed over at the entrance of the Meeti ng Hall

Name and Address of Member

I, hereby record my presence at the 29th Annual General Meeti ng of the Company held at 21/22, Kashiram Jamnadas Building, 5 P.D. Mello Road, Ground Floor, Ghadiyal Godi, Mumbai, Maharashtra, India-400009 on 30th Spetmber, 2014 at 11 A.M.Full Name of the Shareholder (in Block Leters) ...................................................................................................................................................................................................................................................................................*Folio No. / DP ID No. and Client ID No ...............................................................................................................................................................................................................................................................................................No. of Shares held ...............................................................................................................................................................................................................................................................................................................................Name of Proxy if the proxy att ends, instead of the Shareholer ...........................................................................................................................................................................................................................................................*Delete whichever is not applicable

NOTE:1. Member/Proxy att ending the Meeti ng must fi ll the detailin this att endance slip and hand it over at the entrance.2. Member/Proxy holder desiring to att end the meeti ng shouldbring his/her copy of the Annual Report for reference at the meeti ng.

Signature of the att endingMember/ Proxy:

(To be signed at the ti me ofhanding over this slip)

44


BOOK POST

If undelivered please return to:

MCS LIMITED21/22, Kashiram Jamnadas Building5 P.D. Mello Road, Ground FloorGhadiyal Godi, Mumbai, Maharashtra, India-400009

MCS Annual Report-2014 · mcs limited annual report 2013-14 3 notes : 1. a member entitled to...

Documents

Transcript of MCS Annual Report-2014 · mcs limited annual report 2013-14 3 notes : 1. a member entitled to...