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Notes to Accounts of MCS Ltd.

Mar 31, 2014

1. A) Terms / Rights attached to Equity Shares

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.


Mar 31, 2013

1 Nature of Operation

The MCS Limited, hereafter referred to as a Company, is engaged in Registrar and Share Transfer agent actives.

2 Contingent Liabilities not provided for:

In respect of losses on account of fraud, no provision has been made as the mater 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.5.55 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 favor of Punjab National Bank and Dena Bank on behalf of Computes International Ltd., a Company in which promoters have substantial Interest (Previous Year Rs.2565.50 lacs).

3 Segment reporting, as defend 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/local wise.

4 Other additional information''s have been furnished to the extent applicable.

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

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

5 PREVIOUS YEAR FIGURES

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


Mar 31, 2012

* The Authorized share capital of the Company as per books of accounts is Rs. 1025 lacs , however, as

i The company has only one class of equity share having a par value of Rs. 10 per share. Each equity

ii In the event of liquidation of the company, the holders of equity shares will be entitled to receive

As per records of the company, including its register of shareholders/members and other declarations 111 received from shareholders regarding beneficial interest, the above shareholding represents both legal

i Vehicle loan from scheduled bank is secured by way of hypothecation of the respective vehicles.

ii The vehicle loan from bank bear Interest Rate @ 11-13 % and repayable in 36-60 months.

iii Vehicle loan Installments falling due within next 12 months Rs. 6.82 lacs (Previous year Rs. 3.15 lacs)

In the absence of any agreement, unsecured loans from body corporate is considered as payable on demad 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. 970.15 lacs (previous year Rs. 970.15 lacs) and interest thereon, if any.The balances outstanding are subject to confirmation.

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

NOTES:

* Buildings includes:

i) The Building includes Rs. 79.19 lacs being the cost of building constructed on a land not belonging to the company, taken on lease. The land in question, was mortgaged to banks, and taken in possession by these banks in terms of Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. The future of these assets is uncertain

** Electrical Equipments includes:

i) The Electrical equipment includes Rs. 6.94 lacs fittings on building constructed on a land not belonging to the company, taken on lease. The land in question, was mortgaged to banks, and taken in possession by these banks in terms of Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. The future of these assets is uncertain.

* 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 ( Rs. 16.33 lacs (P.Y. - Rs. Nil). No Provision has been made ford minis hi ng in value of quoted investments, as the amount is insignificant and demising in value is temporary in nature.

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

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.

The company has so far invested sums aggregating to Rs. 28,23,25,873/-. Out of which, shares for Rs. 2589.44 lacs, equilent to USD 5613363 has been allotted to company. The balance amount of Rs. 233.81 lacs is shown as advance to M/s Ferro Alloys C JSC, Kyrgyzstan.

That M/s Ferro Alloys CJSC Kyrgyzstan on 26/11/2009 allotted 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.

No Provision has been made for diminishing in value of investments in a foreign company, as due to Political instability and disturbances prevailing in that country , the requisite information could not gathered from M/s Ferro Alloys CJSC Kyrgyzstan. Had the provision been made, this would have significant impact on the net worth of the company.

* Rs. 0.09 lacs on account of Bank Charges debited by Bank has not been replenished by the Company. These balance are not available for the use by the Company as they represents corresponding unpaid dividend liabilities.

1 Nature of Operation

The MCS Limited, hereafter referred to as a Company, is engaged in Regitrarand Share Transfer agent activities.

Short terrr/ Long term compensated absences are provided for, based on actuarial valuation carried by Actuarial gains/ losses are immediately taken to Profit and Loss account and are not deferred.

Basic earnings per share are calculated by dividing the net profit or loss for the year attributable of equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

As stipulated in accounting standard -28 on Impairment of Assets issued by the Institute of Chartered Accountants of India, the Company assessed potential generation of economic benefits from its business units and is of the view that assets employed in continuing business are capable of generating adequate returns over their useful lives in the usual course of business, there is no indication to the contrary and accordingly the management is of the view that no impairment provision is called for in

2 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 will be accounted for in the year of settlement.

In respect of Bank Guarantees executed Rs 5.55 lacs (Previous year Rs.14.50 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 Computes International Ltd., a Company in which promoters have substantial interest (Previous Year Rs.2565.50 lacs).

2g Segment reporting, as defined in Accounting Standard 17, is not applicable as the Company is engaged in the business of Register & Share Transfer Agents.

-- Previous year figures are given in bracket

* Balance amount of Rs. 2.97 lacs , Receivable from Computes International Limited, has been written off during the year.

** Rs. 10 lacs security deposit, Receivable from Computech International Limited, on account of rent has been written off during the year.

Other additional information pursuant to paragraph 3, 4C & 4D of Part II of Schedule VI of the Companies Act, 1956, have been furnished to the extent applicable.

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

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

3 PREVIOUS YEAR

Till the year ended 31st March'2011,the company was using pre-revised Schedule VI to the Companies Act 1956, for the preparation and presentation of its financial statements. During the year ended 31st March'2012,The revised Schedule VI Notified under the Companies A:t 1956, has become applicable to the company . The company has reclassified previous year figures to confirm to this year's classification.

* These balances are not available for use of the company as they represent corresponding dividend liabilities.


Mar 31, 2010

1. Contingent Liabilities not provided for:

i) In respect of Income Tax under appeal Rs. Nil (Previous year Rs. 20.17 lacs).

ii) In respect of Service Tax of Rs. 15.05 lacs (Previous Year Rs. 15.05 lacs).

iii) 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.

iv) 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.

v) 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 will be accounted for in the year of settlement.

vi) In respect of Bank Guarantees executed Rs 14,50,500 /- (Previous year Rs.14,50,500/-).

vii) The Company has given a Corporate Guarantee of Rs.256,550,000/- (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.256,550,000/-).

2. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. Nil (Previous years. Nil) net of advances.

3. 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 authorozing 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, Kyrayzstan, 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 OSC Kyrgyzstan, within the aggregate limit of Rs. 100 crores.

(ii) That M/s Ferro Alloys CJSC Kyrgyzstan on 26/11/2009 allotted 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) to the company.

(iii) Due to political instability and disturbances prevailing in that country, the requisite information could not gathered from M/s Ferro Alloys DSC Kyrgyzstan. In the absence of requisite informations (a) it could not be determined whether that company becomes subsidiary of MCS Ltd. or not, (b) present value of investment could not be determined and provisions if any, for diminishing in value of investments could not be made in the books of accounts. Thus the disclosures, if applicable, in terms of AS-21 and AS-13 could not be made.

(iv) The Unique Identification number (UID) applied to Reserve Bank of India making overseas direct investment is yet to be allotted to the company.

4. The Building includes Rs. 79,18,698/- being the cost of building constructed on a land not belonging to the company, taken on lease . The land in question, was mortgaged to banks, and taken in possession by these banks in terms of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. The future of these assets is uncertain.

5. The Electrical equipment includes Rs. 6,93,590/- fittings on building constructed on a land not belonging to the company, taken on lease. The land in question, was mortgaged to banks, and taken in possession by these banks in terms of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. The future of these assets is uncertain.

6. During the year the company has allotted 10,50,000 equity shares of Rs. 10/- each on preferential basis to certain parties totaling Rs. 1,65,34,000/- (including premium of Rs.60,34,000/- at a price computed as per SEBI guidelines. The amount received has been utilized for repayment of application money of convertible warrants of Rs. 1,59,00,000/- and the balance amount used for working capital requirement.

7. During the current year the company has sold its land & building along with furniture & fixtures, etc. situated at Mumbai at a total consideration of Rs.25,00,000/- (net of brokerage paid). Since, the assets wise sales consideration is not known, total consideration is considered to have been received against building and the other assets like furniture & fixture etc. were impaired and discarded at zero value.

8. During the year the company has setteled claims of Rs. 24,56,314/-(approx). The amount paid has been shown as recoverable and included in Loans & Advances in the Balance Sheet as on 31.03.2010 instead of charging of Profit & Loss account.

9. The authorized share capital of the company as per books of accounts is Rs. 102,500,000/- , however, as per the records of Registrar of the Companies, Maharastra, same is appearing as Rs. 52,500,000/-. The difference in amount needs to be determined and corrected.

10. Segment reporting, as defined in Accounting Standard 17, is not applicable as the Company is engaged in the business of Register & Share Transfer Agents.

11. (a) Derivatives outstanding as on 31st March, 2010 - NIL

(b) Unhedged foreign currency exposures as on 31st March, 2010 - Nil

12. Related Party Disclosures :-

(a) Related parties with whom no transactions have taken place during the period but control exist:

i) AXC Computers Pvt. Ltd.

ii) Compubell Infotech Ltd.

iii) Vedanth.com Worldwide Ltd.

(b) Related parties with whom transactions have taken place during the period :

i) Parties in which substantial interest : Computech International Ltd.

of persons having subtantial interest Surbhi Development Projects

in the company Pvt. Ltd.

ii) Persons having substantial interest : Shri S K Rateria

directly or indirectly in the voting Shri Saurabh Rateria

power of the company Ms. Sneha Rateria

iii) Key Management personal : Shri Aniruddha Mitra

iv) Director & relative of a person : Shri Saurabh Rateria

having substantial interest

v) Directors : Shri Hemant Kumar

Shri Ashok Sharma

Shri A N Shanbhag

13. Other additional information pursuant to paragraph 3, 4C & 4D of Part II of Schedule VI of the Companies Act, 1956, have been furnished to the extent applicable.

i. Foreign currency outgo Nil (Previous year Nil). (Does not includes advances and expenditure incurred for Kyrgystan Project.)

ii Foreign Currency earning Nil (Previous Year Nil.)

14. Figures have been rounded off to the nearest rupee.

15. Previous year figures have been regrouped and/or rearranged wherever considered necessary.









 
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