The are delighted to present the Report on our business and operations
for the year ended March 31, 2013.
(Rs. in Lacs)
Year ended March 31,
Gross Income 12133.31 21793.09
Depreciation, Interest & Tax (PBDIT) 102.90 3565.65
Misc. Income 5397.46 6173.15
Depreciation 3772.45 3620.81
Interest 106.10 46.66
Profit/(Loss) before Extra
ordinary items (3771.7) 101.26
Profit before tax (PBT) (3775.65) 101.82
Profit after tax (PAT) (3736.07) 157.02
Dividend recommended Final Nil Nil
Tax 23.72 15.50
Transferred to General Reserve Nil (32.13)
Balance with General Reserve 3257.89 3225.76
Balance Brought Forward 11011.44 14691.62
Transferred to Balance Sheet (3736.07) 157.01
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 has
ensured true and fair financial statements of the Company.
For the financial year ended March 31, 2013, the Company reported a
total income of Rs. 12133.31 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 transfer 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 2012-13.
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 two 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 to cater to the needs of its clients in
America and UAE so that they have better legal security, faster
services and comfort in dealing with the Company. In Financial year
2012-13, looking at the growth of M/s. Insync Business Solutions
Limited, an Indian public Company, a service provider of various
services including Customer Life Cycle Management, IT Helpdesk (Tier
based L1, L2 & L3), Dealer Management, Back Office Operations,
Outbound and inbound Calling, the Company found it as a good avenue for
investment and acquired it as its Wholly Owned Subsidiary Company. As
on date, FCS has three Wholly Owned Subsidiary Companies, two outside
India and one in India.
The Board of Directors of FCS 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, 2013, 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
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 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. The total amount
transferred to IEPF in financial year 2012-13 is Rs. 6,26,793 (Rupees
Six Lacs Twenty Six Thousand Seven Hundred and Ninety Three Only). 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
Management Discussion and Analysis
A Management Discussion and Analysis Report has been attached and forms
part of the Annual Report.
FCS is endeavoring 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.
Increase in Share Capital
During the year, we issued 230000000 (twenty three crore) equity shares
upon exercise of conversion option by holders of convertible preference
warrants. As a result of this, the outstanding issued, subscribed, and
paid up equity shares increased ''from 1029553100 as at March 31, 2012
to 1259553100 equity shares as at March 31, 2013. The funds raised from
such issue are being utilized towards expanding the horizon of Company
by entering into new technology markets.
Delisting from Luxembourg Stock Exchange
During the year, we withdrew the listing of Global Depository Receipts
(GDRs) of the Company from Luxembourg Stock Exchange as no GDRs stand
We believe that our employees are most crucial resource of the
organization, a large part of our management focus is to care and
support our employees. FCS has its well organized human resources
department to focus on its human resources, as in order to optimally
utilize the human resources, we need to properly hire, train, coach and
mentor, and develop them to be great contributors to the business. FCS
has included HR strategic planning in its overall business plan.
Employee satisfaction is supremely important at FCS, because it is what
productivity depends on. One of the secrets of FCS''s flourishing
business is that FCS is comprised of contented employees, where each
employee recognizes that he/she contributes to FCS''s success and
feels that he/she is a part of the team. Our happy and loyal employees
are 100% dedicated to our customers. FCS''s contented employees
would produce superior quality performance in optimal time and lead to
growing profits. They are creative, innovative and come up with
breakthroughs, which allow FCS to grow and change positively with time
and changing market conditions.
FCS is keeping its focus on the expansion of its business and
clientele. The Company also ventured in new segment and set up data
center services for clients for providing date center services. For
providing increased services, enlarged and improved infrastructure is
required, the Company has developed its infrastructure accordingly to
cater to the increased demand of its services. The Company is in
process of establishing a development centre in Sector 73, Noida, which
is near to its completion.
FCS believes that business organizations have deep social
responsibility and recognizes that such responsibility must be
discharged not only by adopting ethical and fair business practices but
also by addressing and involving actively in fundamental societal
issues. The Company is growing due to the society surrounding it, and
as such, FCS makes every effort to make the society grow. Towards this
aim, FCS under its CSR programs has joined hands with governments
departments and bodies to fill up the gap in the field of education and
FCS has come under Public-Private-Partnership Mode with Punjab Govt. to
give free education in rural and remote areas under the scheme of
Adarsh School. Each school has a capacity of 2000 students who will
receive free quality education.
During the year under review, the Company has not accepted any deposit
under Section 58A of the Companies Act, 1956, read with Companies
(Acceptance of Deposits) Rules, 1975.
In terms of the provisions of Sections 255 and 256 of the Companies
Act, 1956 and Articles of Association of the Company, Mr. Shiv Nandan
Sharma (Director), retire at the ensuing Annual General Meeting and,
being eligible, has offered himself for reappointment.
The statutory auditors M/s. SPMG & Company, Chartered Accountants,
Delhi, retire at the ensuing Annual General Meeting, and being
eligible, offers itself 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 29, 2013 Chairman & Managing Director