MCS to issue convertible warrants

MCS Ltd has informed that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on January 16, 2008, inter alia, to offer, issue and allot upto 40,00,000 (Forty Lac) Convertible Warrants with an option to convert those warrants into 40,00,000 (Forty Lac) equity shares of Rs 10/- each of the Company, by way of preferential allotment to the investors mentioned in the following table (who are not members of the company) upto the numbers mentioned against their names and on such terms and conditions as the Board may deem appropriate in its absolute discretion:

1. Ram Mohta: 25000 No of Convertible Warrants

2. Triputi Fintracon Pvt Ltd: 260700 No of Convertible Warrants

3. Hanurang Mercantiles Pvt Ltd: 260700 No of Convertible Warrants

4. Richcom Fincon Pvt Ltd: 260574 No of Convertible Warrants

5. S K Infosolutions Pvt Ltd: 150000 No of Convertible Warrants

6. Rajni Mohta: 25000 No of Convertible Warrants

7. C S Merchandise Pvt Ltd: 754500 No of Convertible Warrants

8. Jagdish Prasad Poddar: 754526 No of Convertible Warrants

9. K R Bharat: 754500 No of Convertible Warrants

10. Aditya Kumar Singhania: 754500 No of Convertible Warrants

and the warrants to be issued to those aforesaid shall be subject to following conditions:

a) The convertible warrants to be issued to the aforesaid investors would be convertible or exchangeable with equity shares of Rs 10/- each of the Company at a price of Rs 41/- (Rupees Forty one only) determined as per SEBI Guidelines on Preferential Issue.

b) The issue or subscription price of equity shares arising out of or exchanged against such convertible warrants shall be Rs 10/- face value per share at a premium of Rs 31/- (Rupees Thirty One only) per share. Upon acceptance of the offer before allotment of the warrant, allottees of the convertible warrants shall be liable to pay Rs 5/- Per warrant being 12.20% of the price fixed for each share arising out of / conversion / exchange with such convertible warrant. The amount collected shall be adjusted against the price payable for subscribing to the shares arising upon exercising the option. The balance money of Rs 36/- Per warrant being 87.80% shall be payable upon exercising the option to subscribe for the shares before conversion of the warrants into shares.

c) The relevant date for the purpose of pricing of issue of the shares in terms of provisions of Chapter XIII of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 be fixed as December 17, 2007 being 30th day prior to January 16, 2008, the date on which the Extra Ordinary General Meeting of the members as hereby notified to be held in terms of Section 81(1A) of the act to consider the proposed issue.

d) The holder of each Convertible Warrant (each of the aforesaid investors) shall be entitled to apply for and obtain at their sole discretion one equity share of Rs 10/- each at a price of Rs 41/- (Rupees Forty One only) per share (including premium of Rs 31/- per share on the date or dates within 18 months from the date of allotment of the Convertible Warrant as may be decided by the Board. If such option is not exercised in the manner prescribed within the aforesaid period the convertible warrants shall lapse to the extent of the shares not so taken and the amount paid on the allotment of such convertible warrants shall be forfeited.

e) The option attached to the convertible warrants shall not be transferred or otherwise disposed of to any other person / third party.

f) The new shares arising out of conversion / exchange with the convertible warrants shall be subject to the Memorandum and Articles of Association of the company and shall rank pan passu in all respect with the existing issued and subscribed shares of the Company.