The company has only one class of equity share having a par value of Rs. 10 per share. Each equity shareholder is entitled 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 meeting.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. This distribution will be in proportion to the number of equity shares held by the shareholder.

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

2. Vehicle loan from Scheduled Bank is Secured by way of Hypothecation of the respective vehicles.

*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 Rs. 901.99 lacs (previous year Rs. 939.15 lacs) and interest thereon, if any. The balances outstanding are subject to confirmation.

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

Aggregated Market value of Company's quoted Investments ( Market Value Rs. 15.73 lacs (P.Y. - Rs. 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

3. i) The company has taken the approval of its members in Extra Ordinary General Meeting held on 14/03/2008, for investments up to Rs. 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 modified 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 ratified the action 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 Rs. 100 crores.

ii) The company has so far invested sums aggregating to Rs. 282325873/- (Previous year Rs. 282325873/-). Out of which, shares for Rs. 2589.44 lacs (previous year Rs. 2589.44 lacs), equivalent to USD 5613363 has been allotted to company. The balance amount of Rs. 233.81 lacs (Previous year Rs. 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 amounting to 205000000 Soms equivalent to 5613363 USD (Conversion rate 1 USD = 36.52 Soms as on date of allotment) to the company.

* Rs. 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 liabilities.

4. Nature of Operation

The MCS Limited, hereafter reffered to as a Company,is engaged in Regitrar and Share Transfer agent activities.

5. Contingent Liabilities not provided for:

In respect of losses on account of fraud, no provision has been made as the matter is under investigation. In the absence of adequate information and pending completion of investigations likely liability of loss could not be ascertained. However, the investors' claims to the extent admitted by the Company are accounted for in the year of settlement.

In respect of Civil Suits filed 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 rectification of the errors is in process and consequent liability, if any, and its effect on profitability is not ascertainable. The same is accounted for in the year of settlement.

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 Fifty Thousand Only) jointly in favour of Punjab National Bank and Dena Bank on behalf of Computech International Ltd., a Company in which promoters have substantial interest (Previous Year Rs.2565.50 lacs).

6. Segment reporting, as defined in Accounting 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 different area wise/locatiowise.

7. Other additional informations have been furnished to the extent applicable.

i) Foreign currency outgo Nil (Previous year Nil).

ii) Foreign Currency earnings Nil ( Previous Year Nil.)

8. PREVIOUS YEAR FIGURES

The company has reclassified previous year figures to conform to this year's classification, wherever considered necessary.