The are delighted to present the Report on our business and operations
 for the year ended March 31, 2012.
 
 Financial Highlights
 
                                    (Rs.in Lacs) Year ended March 31,
 
                                         2012              2011
 
 Gross Income                       21,793.09         38,001.44
 
 Profit/(Loss) before 
 Depreciation, Interest & 
 Tax (PBDIT)                         3,768.73          5,187.01
 
 Misc. Income                           Nil              Nil
 
 Depreciation                        3,620.81          2,125.15
 
 Interest                               46.66            430.04
 
 Profit/(Loss) before 
 Extra ordinary items                  101.82          3,290.68
 
 Profit before tax (PBT)               101.82          3,290.68
 
 Profit after tax (PAT)                157.01          3,149.61 
 Appropriation:
 
 Dividend recommended - Final            Nil             Nil
 
 Tax on distributed profits              Nil             Nil
 
 Transferred to General Reserve          Nil             329.46
 
 Balance with General Reserve       3,225.77           3,225.77
 
 Balance Brought Forward                -             11,780.46
 
 Transferred to Balance Sheet           -             14,597.43
 
 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.
 
 Overview
 
 For the financial year ended March 31, 2012, your Company reported a
 total income of Rs. 21,793.09 lacs. The Company recorded an operating
 profit of Rs. 3,768.73 lacs and a net profit of Rs. 157.01 Lacs for this
 financial year.
 
 Dividend
 
 In view of the current market conditions, your directors did not
 recommend any dividend for the financial year 2011-12.
 
 Human Resources
 
 At FCS People Strategy has played a critical role in assisting our
 business manage and overcome these challenging times. The new Return on
 Investment is on people investment. For FCS to remain competitive Human
 Resources will not only play a significant role in managing existing
 resources but also identifying right locations with the right people
 for expansion and growth. Our people have been at the forefront in
 terms of being pro-active with strong business fundamentals and driving
 organizational change across verticals. FCS has been steadily investing
 in innovation and it''s vision is to make this a core competency. Talent
 management along with an innovative People Strategy is our top business
 priority. The FCS leadership initiative is an in house program wherein
 all employees have their skill levels measured and then gaps
 identified. Then they are inducted into this Leadership program and
 mentored to take on greater responsibilities. The attrition at FCS has
 been well below industry standards so retaining talent is not the issue
 so the focus is now on to adding new skills and value to the existing
 employees.
 
 Our recruitment process maturity across the globe has given us the
 capability to hire the right talent for our projects not just in India
 but also in USA and Europe. Our clients leverage this proven expertise
 for staffing their projects.
 
 Infrastructure
 
 As increase in services requires enlarged and improved infrastructure,
 the Company has developed its infrastructure accordingly to cater to
 the increased demand of its services, and in view of providing up to
 the best standards, the existing as well as new services introduced by
 the Company. During the year, the Company has kept 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, as there are vast opportunities in this field.
 
 Corporate Governance
 
 We are making best efforts to implement the norms, which are
 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.
 
 Subsidiaries
 
 FCS has the global reach, and has its clients all round the world,
 including America and North East.  Thus, to ensure that these clients
 may comfortably reach out to us, and in order to provide more legal
 security, faster services and comfort to the clients located there, the
 Company has two subsidiaries, FCS Software Solutions America Limited,
 incorporated in America and F.C.S Software Middle East FZE in UAE.
 
 Social Programs
 
 FCS recognizes that social programs are a part of the Society. FCS is
 growing due to the society surrounding it, and as such, FCS makes every
 effort to make the society grow. Right from the time of its formation,
 FCS has been aggressively and successfully running multifarious CSR
 Programmes.  CSR being its prime objective, FCS first completes a
 thorough assessment to understand both the needs and assets of the
 community, for which it has to develop and run a program. Then it
 analyses the gap of existing programs and initiatives. Each program is
 then tailored to both fit the needs and leverage the resources of the
 community in consultation with expert educators, local partners, and
 community members including parents and children.
 
 The mission of the FCS Corporate Social Responsibility programs is to
 make a positive impact on the communities in which the Company does
 business through its support of select programs, outreach efforts and
 initiatives that improve and enhance the quality of life of the
 Community. Our goal is to make things better for the planet, better for
 people, better for business, better for now and better for the future.
 
 Public Deposits
 
 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.
 
 Directors
 
 In terms of the provisions of Sections 255 and 256 of the Companies
 Act, 1956 and Articles of Association of the Company, Mr. Shayam Sunder
 Sharma, retire at the ensuing Annual General Meeting and, being
 eligible, has offered himself for reappointment.
 
 Statutory Auditors
 
 The statutory auditors M/s SPMG & Company, Chartered Accountants,
 Delhi, retire at the ensuing Annual General Meeting, and being
 eligible, offers themselves for reappointment. Your directors recommend
 their reappointment as auditors.
 
 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.
 
 Particulars of employees
 
 During the year ended March 31, 2012, 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, as amended, and Department of Company Affairs
 Notification no. GSR 288 (E) dated April 17, 2002 followed by a
 clarification through circular no. 16/2002 dated June 25, 2002.
 
 Management Discussion and Analysis
 
 A Management Discussion and Analysis Report have been attached and
 forms part of the Annual Report.
 
 Directors'' responsibility statement
 
 To the Members,
 
 We, the directors of FCS Software Solutions Limited, confirm the
 following:
 
 i.  that in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 ii.  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;
 
 iii. 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
 irregularities;
 
 iv.  that the directors had prepared the annual accounts on a going
 concern basis.
 
 Acknowledgements
 
 Your Directors wish to convey their appreciation to all the Company''s
 employees for their performance and continued support. The Directors
 would also like to thank all the shareholders, consultants, customers,
 vendors, bankers, service providers and governmental & statutory
 authorities for their continued support.
 
 Your 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.
 
                                    On behalf of the Board of Directors
 
                                     For FCS Software Solutions Limited
 
                                                                   Sd/-
 
 Place : Noida                                              Dalip Kumar
 
 Date : July 30, 2012                      Chairman & Managing Director