Directors Report of MCS Ltd.

Mar 31, 2014

Dear Members,

The Directors hereby present their Twenty Ninth Annual Report to the members with the Audited Statement of Accounts for the year ended 31st March, 2014

OPERATION

The year under review saw world wide depression, threatening to very survival of many economies, However Indian economy, because of conservative polices and timely decisions taken by Government could maintain the growth rate though less than achieved in earlier years. The stock market continued with extreme volatility and quitting at very low levels again pushing many corporate to shelf their plans for mobilization of funds for capital market through new issues.

However, your company''s turnover for the year had been substantially lower by 16.23 lacks than that of the previous year. However the company has earned the nominal profit of Rs. 7.86 during the year.

With the government having taken over and the high expectations of reform measures to boost the depressing economy and the measures announce by the government to bring about turnaround in business and industrial environment, 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 company to expand its activities in the current year.

FINANCIAL RESULTS

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

(Rs. in Lakh)

Particulars For the year For the year Ended 31.03.14 Ended 31.03.13

Professional Service Charges (Net) 513.95 530.18

Other Income 4.14 3.92

Total 518.09 534.10

Profit/Loss before Depreciation and Tax 47.49 43.17

Depreciation 28.04 41.90

Profit (Loss) before Tax 19.45 1.27

Prior period Adjustment (Net) - -

Extra Ordinary Item - -

Profit after adjustment 19.45 (1.27)

Provision for Taxation - -

Current Tax 10.74 0.80

Fringe Benefit Tax - -

Taxation for earlier year 3.01 18.67

Deferred Tax Assets (2.16) (5.84)

Profit after Tax 7.86 (12.36)

Add : Balance of Profit brought forward from previous year 616.62 628.98

Balance of Profit Carried Forward 624.48 616.62

DIVIDEND:

In view of requirement of funds for working capital and upcoming proposals the directors are constrained not to recommend payment of dividend for the year ended 31st March, 2014

DIRECTORS:

In terms of the provisions of Section 152 of the Companies Act, 2013 Mr. Priya Darshan Waila shall retired at the 29th Annual General Meeting (AGM) and shall offer him self for reappointment. Resolution for his reap- pointment shall be moved at the AGM for approval of the members.

DIRECTORS RESPONSIBILITY STATEMENTS:

Pursuant to Section 217 (2AAA) of The Companies Act, 1956, your Directors confirm that;

1. In the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The directors have selected such accounting policies and applied them consistently and made judg- ments estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for prevent- ing and detecting fraud and other irregularities.

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 liabilities regarding unclaimed dividend have been transferred on completion of prescribed period to the Investor Education and Protection Fund formed by the Central Government. The company does not have any liability towards unclaimed Fixed Deposits, Debentures and other liabilities.

AUDITORS:

The statutory auditors M/s. Amod Agrawal & Associates, Chartered Accounts retire at the conclusion of the 29th Annual General Meeting and are eligible for reappointment. The Audit committee 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 certificate confirming compliance of the conditions of the same as stipulated under clause 49 of the Listing Agreement with the stock exchange is annexed and forms part of this report.

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

The company has no activities relating to conservation of energy or technology absorption during the year under review.

During the year under review your Directors have been negotiating with various parties in foreign countries to boost the export performance. Information 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 Section 217(2A) of the Companies Act, 1956 are not applicable since none of the employees have been paid remuneration in excess of the limits prescribed by the Act.

ACKNOWLEDGEMENT

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

For and on behalf of the Board For MCS LIMITED

PRIYA DARSHAN PARSHURAM V MADHUKAR M WAILA BHUWAD PARASE Director Whole time Director Director

PLACE: MUMBAI DATE: 30th May, 2014

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Mar 31, 2013

TO THE MEMBERS OF MCS LTD.

The Directors hereby present their Twenty eighth Annual Report to the members with the Audited Statement of Accounts for the year ended 31st March, 2013

OPERATION

The year under review saw worldwide depression, threatening to very survival of many economies, However Indian economy, because of conservative polices and timely decisions taken by Government could maintain the growth rate though less than achieved in earlier years. The stock market continued with extreme volatility and quitting at very low levels again pushing many corporate to shelf their plans for mobilization of funds for capital market through new issues.

However, your company''s turnover for the year had been substantially lower than that of the previous year. However with the increase operating cost and other inflationary cost and other reverse situation the company gained the nominal profit during the year.

With the government having taken over and the high expectations of reform measures to boost the depressing economy and the measures announce by the government to bring about turnaround in business and industrial environment, your company expects good news for the Stock Market making way for hitherto shelved corporate projects and plants to approach market for funds to come alive once again and thus steer your company to expand its actives in the current year.

FINANCIAL RESULTS

The highlights of financial results of the company for the Financial Year ended 31st March, 2013.

Particulars For the year For the year Ended 31.03.13 Ended31.03.12

Professional Service Charges (Net) 530.18 530.49

Other Income 3.92 7.14

Total 534.10 537.63

Profit/Loss before Depreciation and Tax 43.17 (13.44)

Depreciation 41.90 125.44

Profit (Loss) before Tax 1.27 (138.88)

Prior period Adjustment (Net) - -

Extra Ordinary Item - -

Profit after adjustment 1.27 (138.88)

Provision for Taxation - -

Current Tax 0.80 -

Fringe Benefit Tax -

Taxation for earlier year 18.67 2.98

Deferred Tax Assets (5.84) (40.16)

Profit after Tax 12.36 (101.70)

Add : Balance of Profit brought forward from previous year 628.98 730.68

Balance of Profit Carried Forward 616.62 628.98

DIVIDEND:

In view of requirement of funds for working capital and upcoming proposals the directors are constrained not to recommend payment of dividend for the year ended 31st March, 2013

DIRECTORS:

In terms of the provisions of Section 255 and 256 of the Companies Act, 1956 Mr. Madhukar M Parase shall retired at the 28th Annual General Meeting (AGM) and shall offer himself for reappointment. Resolution for his reappointment shall be moved at the AGM for approval of the members.

DIRECTORS RESPONSIBILITY STATEMENTS:

Pursuant to Section 217 (2AAA) of The Companies Act, 1956, your Directors confirm that;

1. In the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgments estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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.

AUDITORS:

The statutory auditors M/s. Amod Agrawal & Associates, Chartered Accounts retire at the conclusion of the 28th Annual General Meeting and are eligible for reappointment. The company has received a letter from the statutory auditors stating the appointment, if made will be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956

CORPORATE GOVERANCE

Report on Corporate Governance and auditors certificate confirming compliance of the conditions of the same as stipulated under clause 49 of the Listing Agreement with the stock exchange is annexed and forms part of this report.

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

The company do not have manufacturing operations and therefore provisions of Section 217(1)(e) of The Companies Act, 1956 relating to conservation of Energy and Technology absorption are not applicable.

EMPLOYEES

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

ACKNOWLEDGEMENT

Your Directors acknowledgement and thank the Customers, Banks, Statutory authorities, suppliers, Shareholders for the support and co operation extend to the company. Your directors also record their appreciation for the services rendered by employees at all levels.

For and on behalf of the Board

For MCS LIMITED

AJAY DALAL PARSHURAM V BHUWAD MADHUKAR M PARASE Director Whole time Director Director

PLACE: MUMBAI

DATE: 30th May, 2013

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Mar 31, 2012

The Directors hereby present their Twenty seventh Annual Report to the members with the Audited Statement of Accounts for the year ended 31st March, 2012

OPERATION

The year under review saw worldwide depression, threatening to very survival of many economies, However Indian economy, because of conservative polices and timely decisions taken by Government could maintain the growth rate though less than achieved in earlier years. The stock market continued with extreme volatility and quitting at very low levels again pushing many corporate to shelf their plans for mobilization of funds for capital market through new issues.

However, your company's turnover for the year had been substantially higher than that of the previous year. However with the increase operating cost and other inflationary cost and other reverse situation the company suffered the loss during the year

With the government having taken over and the high expectations of reform measures to boost the depressing economy and the measures announce by the government to bring about turnaround in business and industrial environment, your company expects good news for the Stock Market making way for hitherto shelved corporate projects and plants to approach market for funds to come alive once again and thus steer your company to expand its activities in the current year.

FINANCIAL RESULTS

The highlights of financial results of the company for the Financial Year ended 31st March, 2012

(Rupees in Lacks)

Particulars For the year Ended For the year Particulars 31.03.12 Ended31.03.11

Professional Service Charges (Net) 537 14 517 78

Other Income

537.63 525.33

Total (13 16) -

Profit/Loss before Depreciation and Tax 125.44 132.16

Depreciation (138.60) (42.46)

Profit (Loss) before Tax (0 46)

Prior period Adjustment (Net) _ -

statement (138.60) (36-98)

Provision for Taxation - -

Current Tax 0.28 28-70

Fringe Benefit Tax 2.98 19.28

Taxation for earlier year 36.9 9.42

Deferred Tax Assets 36.9 9.42

Profit after Tax (111.70) (46-41)

Add : Balance of Profit brought forward from 730.68 777.08

previous year 628.98 730.68 Balance of Profit Carried Forward 628-98 /30-68

DIVIDEND:

In view of requirement of funds for working capital and upcoming proposals the directors are constrained not to recommend payment of dividend for the year ended 31st March, 2012

DIRECTORS:

In terms of the provisions of Section 255 and 256 of the Companies Act, 1956 Mr. Ajay Dalal shall retired at the 27th Annual General Meeting (AGM) and shall offer himself for reappointment. Resolution for his reappointment shall be moved at the AGM for approval of the members.

DIRECTORS RESPONSIBILITY STATEMENTS:

Pursuant to Section 217 (2AAA) of The Companies Act, 1956, your Directors confirm that;

1. In the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgments estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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 ay Fixed Deposit from the public.

AUDITORS:

The statutory auditors M/s. Amod Agrawal & Associates, Chartered Accounts retire at the conclusion of the 27th Annual General Meeting and are eligible for reappointment. The company has received a letter from the statutory auditors stating the appointment, if made will be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956

CORPORATE GOVERANCE

Report on Corporate Governance an auditors certificate confirming compliance of the conditions of the same as stipulated under clause 49 of the Listing Agreement with the stock exchange is annexed and forms part of this report.

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

The company do not have manufacturing operations and therefore provisions of Section 217(1)(e) of The Companies Act, 1956 relating to conservation of Energy and Technology absorption are not applicable.

During the year under review your Directors have been negotiating with various parties in foreign countries to boost the export performance. Information 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 2012.

EMPLOYEES

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

ACKNOWLEDGEMENT

Your Directors acknowledgement and thank the Customers, Banks, Statutory authorities, suppliers, Shareholders for the support and co operation extend to the company. Your directors also record their appreciation for the services rendered by employees at all levels.

Place: Mumbai For and on behalf of the Board

Date: 30Th May, 2012 For MCS LIMITED

Ajay Dalal Parshuram V Bhuwad Hemant Kumar

Director Whole time Director Director

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Mar 31, 2010

The Directors hereby present their Twenty Fifth Annual Report to the members with the Audited Statement of Accounts for the year ended 31st March, 2010.

OPERATIONS:

The year under review saw world wide depression, threatening to very survival of many economies. However Indian economy, because of conservative policies and timely decisions taken by Government could maintain the growth rate though less than achieved in earlier years. The stock market continued with extreme volatility and quoting at very low levels again pushing many corporate to shelf their plans for mobilization of funds from capital market through new issues.

As an impact of the aforesaid conditions, your companys turnover for the year had been substantially lower than that of the previous year. However the cost cutting measures and prudent management of resources coupled with income from sale of properties have helped your directors to come out with profits for the year.

With the new Government having taken over and the high expectations of reform measures to boost the depressing economy and the measures announced by the Government to bring about turnaround in business and industrial environment, your company expects good news for the Stock Market making way for hitherto shelved corporate projects and plans to approach market for funds to come alive once again and thus steer your company to expand its activities in the current year.

FINANCIAL RESULTS

The highlights of financial results of the Company for the Financial Year ended 31st March, 2010 are as under:- (Rupees in Lacs

Particulars For the year For the year Ended Ended 31.03.10 31.03.2009

Professional Service Charges (Net) 517.99 534.50

Other Income 8.55 6.38

Total 526.54 540.88

Profit/Loss before Depreciation and Tax 138.05 (207.35)

Depreciation (133.93) (206.16)

Profit (Loss) before Tax 4.12 (413.51)

Prior Period Adjustment (Net) 18.60 (4.27) Extra Ordinary Items 15.88 618.14

Profit after adjustments 38.60 200.36

Provision for Taxation (25.14) (30.73)

Current Tax - (5.77)

Fringe Benefit Tax (12.97) -

Taxation for earlier year 35.85 52.04

Deferred Tax Asset (2.26) 15.54

Profit after Tax 36.34 215.90

Add: Balance of Profit brought forward from Previous Year 740.74 461.85

Balance of Profit Carried Forward 777.08 677.75



DIVIDEND:

In view of requirement of funds for working capital and upcoming proposals the directors are constrained not to recommend payment of dividend for the year ended 31st March, 2010.

DIRECTORS:

In terms of the provisions of Section 255 and 256 of The Companies Act, 1956 Mr. Ashok Sharma shall retire by rotation at the 25th Annual General Meeting (AGM) and shall offer himself for reappointment. Resolution for his reappointment shall be moved at the AGM for approval of the members.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AAA) of The Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year.

3. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

FIXED DEPOSIT:

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

AUDITORS

The statutory auditors M/s. Amod Agrawal & Associates, Chartered Accountants retire at the conclusion of the 25th Annual General Meeting and are eligible for reappointment. The company has received a letter from the statutory auditors stating the appointment, if made will be within the limits prescribed under Section 224 (IB) of The Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE

In accordance with the recent amendent to the provisions of Section 383A of The Companies Act. 1956, the Secretarial Compliance Certificate for the year ended 31st March, 2010 from a Practising Company Secretary has been obtained and the same is annexed and forms part of this report.

CORPORATE GOVERNANCE

Report on Corporate Governance and auditors certificate confirming compliance of the conditions of the same as stipulated under clause 49 of the Listing Agreement with the stock exchange is annexed and forms part of this report.

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

The company do not have manufacturing operations and therefore provisions of Section 217(l)(e) of The Companies Act, 1956 relating to conservation of Energy and Technology Absorption are not applicable.

During the year under review your Directors have been negotiating with various parties in foreign countries to boost the export performance. Information related to foreign exchange earnings and outgo have been given in schedule W being notes forming part of the accounts for the year ended 31st March, 2010.

EMPLOYEES

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

ACKNOWLEDGEMENT

Your Directors acknowledge and thank the Customers, Banks, Statutory authorities, Suppliers, Shareholders for the support and co operation extended to the company. Your Directors also record their appreciation for the services rendered by employees at all levels.

For and on behalf of the Board

For MCS LIMITED

Place :Mumbai A.N.SHANBHAG ANIRUDDHA MITRA

Date: 28th July, 2010 Director Whole time Director