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FCS Software Solutions

BSE: 532666|NSE: FCSSOFT|ISIN: INE512B01022|SECTOR: Computers - Software Medium & Small
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Directors Report Year End : Mar '15    « Mar 14
 Dear Members,
 
 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.
 
                           Financial Highlights
 
                                                         (Rs. in Lacs)
 
                                          Year ended March 31st
                                                    2015          2014
 
 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.
 
 Overview
 
 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.
 
 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 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 Company.
 
 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.
 
 Board Evaluation
 
 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
 Report.
 
 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.
 
 Subsidiaries
 
 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
 Report.
 
 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
 Report.
 
 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
 Financial Statement.
 
 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
 following:
 
 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
 irregularities;
 
 4.  that the directors had prepared the annual accounts on a going
 concern basis.
 
 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.
 
 Board Committee
 
 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
 Corporate Governance.
 
 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
 Governance Report.
 
 Corporate Governance
 
 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.
 
 Public Deposits
 
 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.
 
 Secretarial Auditor
 
 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
 Annual Report.
 
 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.
 
 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.
 
 Listing Fees
 
 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.
 
 Acknowledgements
 
 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
 
                                                               Sd/-
 
 Place : Noida                                             Dalip Kumar
 Date : August 28, 2015                    Chairman & Managing Director
 
 
 
 
Source : Dion Global Solutions Limited
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