Dear Shareholders,
 
 We are delighted to present the Report on our business and operations
 for the year ended March 31, 2011.
 
 Financial Highlights
 
                                                  (Rs. in Lacs)
                                               Year ended March 31,
 
                                                    2011         2010
 
 Gross Income                                   37967.94     27105.83
 
 Profit/(Loss) before Depreciation, 
 Interest & Tax (PBDIT)                          4997.14      4414.98
 
 Depreciation                                    2125.15      1301.42
 
 Interest                                         430.04        89.65
 
 Profit/(Loss) before Extra ordinary items       3289.90      3194.91
 
 Profit before tax (PBT)                         3290.69      3184.60
 
 Profit after tax (PAT)                          3149.31      3116.36
 
 Appropriation:
 
 Dividend recommended – Final                        Nil          Nil
 
 Tax on distributed profits                          Nil          Nil
 
 Transferred to General Reserve                   329.46      1000.00
 
 Balance with General Reserve                    3225.77      2896.31
 
 Balance Brought Forward                        11780.46      9600.80
 
 Transferred to Balance Sheet                   14537.43     11780.46
 
 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, 2011, your Company reported a
 total income of Rs. 37967.94 lacs. The Company recorded an operating
 profit of Rs. 4997.14 lacs and a net profit of Rs. 3149.31 Lacs for
 this financial year.
 
 Dividend
 
 In view of requirement of funds for the expansion of Company''s
 business, your directors did not recommend any dividend for the
 financial year 2010-11.
 
 Human Resources
 
 At FCS, we consider the people as our most important resource, and we
 understand that it is the most challenging job to manage them as we
 typically require people to help us managing and operating our
 business, and because people are not machines and they do not respond
 or react in a predictable manner.
 
 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.
 
 Infrastructure
 
 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. The Company
 has forayed in Middle East of the globe through its wholly owned
 subsidiary in Ras Al Khaimah- Free Trade Zone, UAE for expansion of its
 business.
 
 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.
 
 Corporate Governance
 
 We are continuing 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.
 
 Subsidiaries
 
 FCS has the global reach, and has its clients all round the world,
 including America and Middle 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 set up two subsidiaries, FCS Software Solutions America
 Limited, incorporated in America and F.C.S Software Middle East FZE in
 UAE.
 
 Social Programs
 
 Corporate Social Responsibility has always been an integral part of
 FCS''s vision. True to its tradition, FCS is committed in letter and
 spirit to Corporate Social Responsibility. For FCS, Corporate Social
 Responsibility is not an obligation, but an opportunity to reach out to
 the community around it, and make it to flourish and prosper. For the
 purpose of attainment of this objective, FCS had long back formed a
 separate wing, FCS Foundation, a nonprofit organization, which, since
 its inception, is solely and voluntarily devoted to work for the
 development of that section of community, which needs our help to save
 its identity. At FCS, Corporate Social Responsibility is not just a
 duty, it''s a way of life.
 
 Right from the time of its formation, FCS Foundation 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.
 
 FCS Foundation has been equally active during last year also. It
 conducted The Rural Reach Program throughout the year at various
 places, which is a one weak program delivering basic knowledge of
 computers to students in rural schools. This year 540 students across
 Gutam Budh Nagar and Farukhabad benefited from the program. It also run
 Sports for Hope programme in partnership with ''Khel Evam Uthasav
 Samity'' of various villages in a select region, which provided young
 people with opportunities to practice sport and be educated on the
 Moral and Human values.  Other programs run by FCS Foundation include
 Health Awareness Programs, Human Rights.
 
 FCS Foundation has also been working with different government
 departments to achieve common goals for the benefit of deprived. Moving
 further ahead, FCS Foundation has adopted and renovated Lady Noyce
 Senior Secondary School for the Deaf, New Delhi, so that the objectives
 of the school may be achieved in an improved, professional and timely
 manner.
 
 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.
 
 FCS Foundation also designs the programs aimed at sustainability of
 healthy environment.  Organization conducted camp to advocate the
 people to use paper bags instead of poly bags. The organization also
 promoted the cleaners & spread the awareness among them about the
 sacredness and religious importance of river Ganga, so that the people
 voluntarily make efforts to keep it clean.  Towards its objective of
 sustainability of healthy environment, the organization gave great
 stress on the tree protection and plantation & as a result, 300 plants
 were planted of the help of local people.
 
 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. Dhruwa Narain
 Rai (Director), retire at the ensuing Annual General Meeting and, being
 eligible, has offered himself for reappointment.
 
 Auditors
 
 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.
 
 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, 2011, 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 has 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.
 
                            For and on behalf of the Board of Directors
 
                                                                   Sd/-
 
 Noida                                                      Dalip Kumar
 
 August 29, 2011                           Chairman & Managing Director