We are pleased to present Your Company''s Twenty Second Report on
business and operations, together with the Audited Statement of
Accounts, for the year ended March 31,2015.
(Rs. in Lacs)
Year ended March 31st
Revenue from operation 7,655.55 13,340.55
Operating profit (EBITDA) (124.43) (1,375.89)
Misc. Income 632.80 479.82
Depreciation and Amortization Exp. 4,848.16 4,765.76
Interest 84.21 88.38
Profit/(Loss) before extra ordinary items (4,424.00) (5,750.21)
Profit before tax (PBT) (4,424.22) (5,750.44)
Tax Expenses 72.05 17.67
Profit after tax (PAT) (4,496.28) (5,768.11)
The Board of Directors has made conscious efforts for drawing the
financial statements on the basis of sound, accepted and conservative
accounting principles to comply with the Accounting Standards Specified
under Section 133 of Companies Act, 2013, read with Rule 7 of the
Companies (Accounts) Rules, 2014 and the relevant provisions of the
Companies Act, 2013. 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 31,2015, the Company reported a
total income of Rs. 8,288.35 lakhs. Changes in the Capital Structure
The Company has allotted 14 Crores Convertible Preferential Warrants to
promoter and non promoter category on preferential basis during the
period under review.
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 2014-15.
Director and Key Managerial Personnel (KMP)
In accordance with the provision of the Companies Act, 2013 and the
Article of Association of the Company, Mr. Dalip Kumar, Chairman and
Managing Director of the Company, (DIN- 00103292) is proposed to be
re-appointed as Managing Director of the Company for a period of Five
years from 01.04.2015 to 31.03.2020 on the remuneration and other terms
and conditions, as recommended by the Nomination and Remuneration
Committee and Board of Directors of the Company.
Mr. Rohit Pratap Singh (DIN-03564084), Executive Director of the
Company, who retires by rotation in terms of section 152(6) of the
Companies Act, 2013 at the ensuing Annual General Meeting and, being
eligible, offer himself for re-appointment as Non-executive Director of
The Companies Act, 2013 Rules made thereunder and Listing Agreement
with the Stock Exchange (Including Amendment) provide for appointment
of Women Director for prescribed Companies. In compliance with these
provisions, the Company on the recommendation of Nomination and
Remuneration Committee (NRC), appointed Ms. Shweta Shatsri as a Women
Director on September 24, 2014.
Number of Meetings of the Board of Directors
The Board met six time during the financial year, the details of which
are given in the Corporate Governance Report that form part of this
Annual Report. The intervening gap between any two meetings was within
the period prescribed by the Companies Act, 2013.
The Companies Act, 2013 state that a formal annual evalution need to be
made by the Board of its own performance and that of its Committee and
individual directors. Clause 49 of Listing Agreement mandates that the
Board shall monitor and review the Board evaluation framework.
The evaluation of all the directors and the Board as whole was
conducted based on the criteria and framework adopted by the Board. The
evaluation process has been explained in the Corporate Governance
None of Independent Directors are due for re-appointment.
Company''s Policy on Directors'' Appointment and Remuneration
During the year, the Nomination and Remuneration Committee (NRC), a
Committee of the Board, was further revised in accordance with
requirements of newly enacted Companies Act, 2013 and revised Clause 49
of the listing agreement with stock exchanges. Primary responsibility
of the Committee is to identify and nominate suitable candidates for
Board membership and as members of senior Management of the company.
The Nomination and Remuneration Committee formulate the criteria for
determining qualifications, positive attributes and independence of a
Director and recommend to the board a policy, relating to the
remuneration of Directors, Key Managerial Personnel and other employees
of the Company. The policy of the Company for selection of Directors
is provided as Annexure C to this Director Report.
Declaration By Independent Directors
The Company has received declarations from all the independent Director
that they meet the criteria of independence as laid down under section
149(6) of the Companies Act, 2013 and clause 49 of the Listing
Agreement with the Stock Exchanges.
Conservation of energy, research and development, technology
absorption, foreign exchange earnings and outgo
The particulars as prescribed under section 134(3)(m) of the Companies
Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014,
are set out in the Annexure E to this Board Report.
FCS has four 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, FCS Software Solutions GmbH, in
Germany and FCS Software (Shanghai) Co. Ltd. in China to cater to the
needs of its clients in America, UAE, Germany and China 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 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 Section 129 of the Companies Act, 2013,
forms part of this annual report.
A Statement containing salient features of the financial statement of
subsidiaries is provided in Form No AOC-1 as Annexure A to this Board
Particulars of Contract or Arrangement with Related Party
Details of Contract or Arrangement with Related Party of the Company in
the prescribed Form AOC-2, is provided as Annexure B to Director''s
Particulars of Loan, Guarantees or Investments
Details of Loan, Guarantees and Investment covered under the provisions
of section 186 of Companies Act, 2013 are provided in the notes to the
Particulars of employees
During the year ended March 31, 2015, no employee is drawing
remuneration in excess of the amount prescribed under section 197(12)
of the Companies Act, 2013, read with Rule 5 Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Directors'' responsibility statement
To the Members,
We, the directors of FCS Software Solutions Limited, pursuant to the
provisions of section 134(3)(c) of the Companies Act, 2013, 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, 2013 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
5. that the Board of Director had laid down internal financial
controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively.
6. That the Board of Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
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 125 and other applicable provisions, if any, of
the Companies Act, 2013, 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.
The Company has the following committee of the Board:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
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.
Details of significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and Company''s
operations in future
During the year, no significant and material orders were passed by the
regulators or courts or tribunals impacting the going concern status
and Company''s operation in future.
Vigil Mechanism/Whistle Blower Policy
The Company has established a whistle-blower policy and also
established a mechanism for Directors and employees to report their
concerns. The detail of the same is explained in the Corporate
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 73 of the Companies Act, 2013, read with Companies (Acceptance
of Deposits) Rules, 2014, and as such, no amount on account of
principal or interest was outstanding as on the date of Balance Sheet.
Corporate Social Responsibity (CSR)
Your Company''s approach is to spend on activities for the welfare of
society under CSR, CSR is a mean to balance economic, social and
environmental objectives, it is a responsible way of doing business.
In terms of provisions of section 135 of the Companies Act, 2013 & Rule
9 of Companies (Corporate Social Responsibility) Rule, 2014 and other
clarification issued by Ministry of Corporate Affairs, however the
Company does not qualified the norms specified as required under
section 135 of Companies Act, 2013 to contribute towards CSR.
As per the Companies Act 2013, Secretarial Audit by a practising
Company Secretary has become mandatory for prescribed Companies, and
they are required to annex the Secretarial Audit report with their
Board Report in the Annual Report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board appointed, Manju Pathak Khulbe,
Practising Company Secretaries to undertake the Secretarial Audit of
the Company. Secretarial Audit Report in the prescribed Form MR 3 is
provided as Annexure D to this Directors'' Report.
The Secretarial Auditors'' Report does not contain any qualification,
reservation or adverse remark.
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.
Extract of Annual Return
Extract of Annual Return of the Company in the prescribed Form MGT-9,
is provided as Annexure F to Directors'' Report.
The Company Confirms that it has paid the annual listing fees for the
year 2015-16 to both Bombay Stock Exchange Limited and National Stock
Exchange of India Limited.
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 28, 2015 Chairman & Managing Director