FCS Software Solutions Directors Report, FCS Software Reports by Directors
FCS Software Solutions
BSE: 532666|NSE: FCSSOFT|ISIN: INE512B01022|SECTOR: Computers - Software Medium & Small
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Directors Report Year End : Mar '14    « Mar 13
Dear Members,
 The Directors are pleased to present the Report on our business and
 operations for the year ended March 31, 2014.
 Financial Highlights
                                                    (Rs. in Lacs)
                                                 Year ended March 31,
                                                  2014           2013
 Gross Income                                13,820.37      12,133.31
 Profit/(Loss) before Depreciation,
 Interest & Tax (PBDIT)                     (1,692.92)          102.9
 Misc. Income                                 4,604.90       5,397.46
 Depreciation                                 3,968.90       3,772.45
 Interest                                        88.38         106.01
 Profit/(Loss) before Extra 
 ordinary items                             (5,750.21)      (3,771.7)
 Profit before tax (PBT)                    (5,750.44)     (3,775.65)
 Profit after tax (PAT)                     (5,768.11)     (3,736.07)
 Dividend recommended - Final                      Nil            Nil
 Tax on distributed profits                      30.36          23.72
 Transferred to General Reserve                    Nil            Nil
 Balance with General Reserve                 3,257.89       3,257.89
 Balance Brought Forward                      5,243.38      11,011.44
 Transferred to Balance Sheet               (5,768.11)     (3,736.07)
 The Board of Directors has made conscious efforts for drawing the
 financial statements on the basis of sound, accepted and conservative
 accounting principles. The revenues generated have to provide for prior
 period adjustments and provisions also but at the same time it ensure
 true and fair financial statements of the Company.
 For the financial year ended March 31, 2014, the Company reported a
 total income of Rs. 13,820.37 lacs.  Material changes and Commitments
 There has been no material Changes and commitments affecting the
 financial position of the company which have occurred between the end
 of the financial year of the company to which the balance sheet relates
 and the date of this report.
 Transfer to Reserves
 No amount is being transferred to reserves.
 In view of requirement of funds for the expansion of Company''s
 business, your directors did not recommend any dividend for the
 financial year 2013-14.
 Conservation of energy, research and development, technology
 absorption, foreign exchange earnings and outgo
 The particulars as prescribed under sub-section (1)(e) of section 217
 of the Companies Act, 1956, read with the Companies (Disclosure of
 particulars in the report of the Board of Directors) Rules, 1988 are
 set out in the annexure to this report.
 FCS has three Wholly Owned Subsidiary Companies outside India, viz. FCS
 Software Solutions America Limited, incorporated in America and F.C.S
 Software Middle East FZE, in UAE and FCS Software Solutions GmbH, in
 Germany to cater to the needs of its clients in America, UAE and
 Germany so that they have better legal security, faster services and
 comfort in dealing with the Company. FCS has one Wholly Owned
 Subsidiary Company in India i.e. Insync Business Solutions Limited. The
 Company has recently incorporated a new Wholly Owned Subsidiary in
 China named FCS Software (Shanghai) Co., Ltd.
 The Board of Directors of our Company have reviewed the affairs of all
 the subsidiary companies. A statement of holding company''s interest in
 subsidiaries as required under sub-section (3) of Section 212 of the
 Companies Act, 1956, forms part of this annual report.
 Particulars of employees
 During the year ended March 31, 2014, no employee is drawing
 remuneration in excess of the amount prescribed under section 217(2A)
 of the Companies Act, 1956, read with Companies (Particulars of
 employees) Rules, 1975.
 Directors'' responsibility statement
 To the Members,
 We, the directors of FCS Software Solutions Limited, confirm the
 1. that in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 2. that the directors had 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 that period;
 3. that the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 4. that the directors had prepared the annual accounts on a going
 concern basis.
 Ensuring Compliance of laws
 The company has devised and set in place proper systems to ensure
 compliance of all laws applicable to the company.
 Transfer to Investor Education and Protection fund Pursuant to Sections
 205A(5) and 205C and other applicable provisions, if any, of the
 Companies Act, 1956, all unclaimed/unpaid dividend, application money,
 remaining unclaimed/unpaid for a period of seven years from the date
 they became due for payment, in relation to the Company, have been
 transferred to the Investor Education and Protection fund (IEPF)
 established by the Central Government. No claim shall lie against the
 IEPF or the Company for the amounts so transferred nor shall any
 payment be made in respect of such claim.
 Composition of audit committee
 Details of Audit Committee of Board of Directors of the Company forms
 part of the Annual Report and is given separately in Report of
 Corporate Governance.
 Management Discussion and Analysis
 A Management Discussion and Analysis Report has been attached and forms
 part of the Annual Report.  
 Corporate Governance
 FCS is endeavouring to implement every norm, which is promulgated by
 legislation, or any of the statutory bodies. In line with that, a
 report on Corporate Governance, along with a certificate from the
 Statutory Auditors, has been included in the Annual Report, detailing
 the compliances of corporate governance norms as enumerated in Clause
 49 of the Listing Agreements with the Stock Exchanges.
 Public Deposits
 The Company has not accepted any public deposits during the year under
 Section 58A of the Companies Act, 1956, read with Companies (Acceptance
 of Deposits) Rules, 1975, and as such, no amount on account of
 principal or interest was outstanding as on the date of Balance Sheet.
 In terms of the provisions of Sections 152(6) of the Companies Act,
 2013 and Articles of Association of the Company, Mr. Govinda Sahu
 (Director), retire at the ensuing Annual General Meeting and, being
 eligible, has offered himself for re-appointment.
 Consolidated Financial Statements
 The Consolidated Financial Statements of the Company prepared in
 accordance with applicable Accounting Standards forms a part of this
 Annual Report.
 The statutory auditors M/s. SPMG & Company, Chartered Accountants,
 Delhi, retire at the ensuing Annual General Meeting, and being
 eligible, offers himself for reappointment. Your directors recommend
 their reappointment as auditors.
 The Directors thank the Company''s employees, customers, vendors,
 investors, service providers, bankers for their continued support. The
 Directors also convey a special thanks to the Government of India,
 particularly Ministry of Communication and Information Technology, the
 Customs and Excise departments, the Income Tax department, Ministry of
 Corporate Affairs, Office of Registrar of Companies, New Delhi, Board
 of approval and Development Commissioner of Special Economic Zones,
 particularly of Noida and Chandigarh for their co- operation.
                             For and on behalf of the Board of Directors
                                      For FCS Software Solutions Limited
 Place : Noida                                               Dalip Kumar
 Date: August 25, 2014                      Chairman & Managing Director
Source : Dion Global Solutions Limited
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