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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 '13    Mar 12
The are delighted to present the Report on our business and operations
 for the year ended March 31, 2013.
 Financial Highlights
                                                           (Rs. in Lacs)
                                                 Year ended March 31,
                                                  2013           2012
 Gross Income                                    12133.31    21793.09
 Profit/(Loss) before
 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
 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 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
 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 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
 Human Resources
 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.
 Social Programs
 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
 sports facilities.
 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.
 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.
 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
Source : Dion Global Solutions Limited
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