The Directors are pleased to present the Report on our business and
operations for the year ended March 31, 2014.
(Rs. in Lacs)
Year ended March 31,
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
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
Management Discussion and Analysis
A Management Discussion and Analysis Report has been attached and forms
part of the Annual Report.
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.
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
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