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FCS Software Solutions Ltd

BSE Code : 532666 | NSE Symbol : FCSSOFT | ISIN:INE512B01022| SECTOR : IT - Software |

NSE BSE
 
SMC up arrow

0.40

0.00 0.00 Volume 280564

28-Oct-2020 EOD

Prev. Close

0.40

Open Price

0.40

Bid Price (QTY)

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Offer Price (QTY)

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Today’s High/Low 0.45 - 0.35

52 wk High/Low 0.80 - 0.10

Key Stats

MARKET CAP (RS CR) 68.38
P/E 0
BOOK VALUE (RS) 3.0829631
DIV (%) 0
MARKET LOT 1
EPS (TTM) 0
PRICE/BOOK 0.129745308985372
DIV YIELD.(%) 0
FACE VALUE (RS) 1
DELIVERABLES (%) 78.55
4

News & Announcements

19-Oct-2020

FCS Software Solutions Ltd - Sub: Compliance Certificate In Terms Of Regulation 40(9) Of The SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 For The Quarter And Half Year Ended On 30Th September, 2020.

13-Oct-2020

FCS Software Solutions Ltd - Compliances-Certificate under Reg. 74 (5) of SEBI (DP) Regulations, 2018

13-Oct-2020

FCS Software Solutions Ltd - Compliances-Certificate under Reg. 74 (5) of SEBI (DP) Regulations, 2018

13-Oct-2020

FCS Software Solutions Ltd - Compliance Certificate As Per Regulation 7(3) Of The SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 For The Quarter & Half Year Ended On 30Th September, 2020.

10-Sep-2020

FCS Software Solutions schedules board meeting

07-Sep-2020

FCS Software Solutions schedules AGM

31-Aug-2020

FCS Software Solutions announces board meeting date

23-Jul-2020

FCS Software Solutions announces board meeting date

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

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Compulink Systems Ltd(merged) 532688 COMSYS
Computech International Ltd 531224 COMPUTECH
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Continental Chemicals Ltd 506935
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Excel Realty N Infra Ltd 533090 EXCEL
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Exquisite Exports Ltd 40682
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Fintech Communication Ltd 531754
Firstobject Technologies Ltd 532379
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Intellect Design Arena Ltd 538835 INTELLECT
Intellvisions Software Ltd (Merged) 531777
Intense Technologies Ltd 532326 INTENTECH
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Intertec Technologies Ltd 40620
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KLG Systel Ltd 531269 KLGSYSTEL
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Megri Soft Ltd 539012
Melstar Information Technologies Ltd 532307 MELSTAR
Micro Technologies (India) Ltd 532494 MICROTECH
Millennium Cybertech Ltd 531942
Millennium Infocom Technologies Ltd 40637
Mindpool Technologies Ltd 535155 MINDPOOL
Mindteck (India) Ltd 517344 MINDTECK
Moschip Technologies Ltd 532407
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MPS Infotecnics Ltd 532411 VISESHINFO
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NINtec Systems Ltd 539843
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Objectone Information Systems Ltd 535657
Octaware Technologies Ltd 540416
Odyssey Technologies Ltd 530175
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Omnitech Infosolutions Ltd 532882 OMNITECH
One Point One Solutions Ltd 535039 ONEPOINT
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Oracle Financial Services Software Ltd 532466 OFSS
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Pine Animation Ltd 511421
Polaris Consulting & Services Ltd 532254 POLARIS
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Prism Informatics Ltd 505530
Prithvi Information Solutions Ltd 532675 PRITHVI
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Quest Softech India Ltd 535719
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Sai Info Ltd(merged) 532118
Saksoft Ltd 590051 SAKSOFT
Sankhya Infotech Ltd 532972
Sanraa Media Ltd 531312
Sasken Technologies Ltd 532663 SASKEN
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Saven Technologies Ltd 532404
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Sequelsoft India Ltd 532422
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Shell Infotech Ltd 503630
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Sibar Software Services (India) Ltd 532302
Sierra Optima Ltd 531121 SIERRAOPT
Sigma Solve Ltd 535365 SIGMA
Silver Touch Technologies Ltd 535031 SILVERTUC
Silverline Technologies Ltd 500389 SILVERLINE
Sindu Valley Technologies Ltd 505504
SMS Techsoft (India) Ltd 531838
Sofcom Systems Ltd 538923
Softech Infinium Solutions Ltd 530651
Softrak Technology Exports Ltd 526457
Softsol India Ltd 532344
Softtech Engineers Ltd 535078 SOFTTECH
Sonata Software Ltd 532221 SONATSOFTW
Southern Infosys Ltd 540174
Spacenet Enterprises India Ltd 513249 SPCENET
Spanco Ltd 508976 SPANCO
Sparc Systems Ltd 531370
Spectacle Ventures Ltd 512413 SPECTACLE
Springform Technology Ltd 501479
Srico Software India Ltd 40624
Starcom Information Technology Ltd 531616
Sterling Webnet Ltd 531901
Stock Net International Ltd 512640
Subex Ltd 532348 SUBEX
Suchinfotech Ltd 40635
Svam Software Ltd 523722
Synfosys Business Solutions Ltd 40631
Take Solutions Ltd 532890 TAKE
Taksheel Solutions Ltd 533639 TAKSHEEL
Tanla Solutions Ltd 532790 TANLA
Tata Elxsi Ltd 500408 TATAELXSI
TCS e-Serve Ltd (Merged) 509028 E-SERVEINT
TechNest Solutions Ltd 40414
TechNVision Ventures Ltd 501421
Tej Infoways Ltd 538793
TeleCanor Global Ltd 530595
Teledata Marine Solutions Ltd 533462 TELEMARINE
Teledata Technology Solutions Ltd 533089 TELEDATAIT
Teleperformance Business Services India Ltd 532833
Telesys Info-Infra (I) Ltd 532315
Tera Software Ltd 533982 TERASOFT
Top Media Entertainment Ltd 532036
Transcon Research & Infotech Ltd 531318
Transtream India.Com Ltd 532258
Tranway Technologies Ltd 542923
Trejhara Solutions Ltd 542233 TREJHARA
Tricom India Ltd 531675 TRICOM
Trigyn Technologies Ltd 517562 TRIGYN
Triton Corp. Ltd 523387
Turbotech Engineering Ltd 504358
Tutis Technologies Ltd 532311
Twinstar Industries Ltd 531917
Uniport Computers Ltd 523632
Unipro Technologies Ltd 540189
United Interactive Ltd 502893
USG Tech Solutions Ltd 532402
Valuemart Info Technologies Ltd 532338
Vantel Technologies Ltd 532396
Vedavaag Systems Ltd 533056
Vikram Software Ltd 40634
Virgo Global Ltd 532354
Virinchi Ltd 532372
Virtual Dynamics Software Ltd 40649
Virtual Global Education Ltd 534741
Virtualsoft Systems Ltd 531126
Visie Cyber Tech Ltd 40625
VisualSoft Technologies Ltd(merged) 532214 VISUALSOFT
Washington Softwares Ltd 531933
Watson Software Ltd 516090
We Win Ltd 538447 WEWIN
Weal Infotech Ltd 40647
Web Element Solutions Ltd 780016
Wisec Global Ltd 511642
Xchanging Solutions Ltd 532616 XCHANGING
Xelpmoc Design and Tech Ltd 542367 XELPMOC
XT Global Infotech Ltd 531225
Zen Soft Solutions Ltd 40633
Zen Technologies Ltd 533339 ZENTEC
Zenith Global Consultants Ltd 40677
Zenith Infotech Ltd 532298 ZENITHINFO
Zensar Technologies Ltd 504067 ZENSARTECH
Zigma Software Ltd 532177
Zylog Systems Ltd 532883 ZYLOG

Share Holding

Category No. of shares Percentage
Total Foreign 0 0.00
Total Institutions 0 0.00
Total Govt Holding 568300 0.03
Total Non Promoter Corporate Holding 0 0.00
Total Promoters 335962450 19.65
Total Public & others 1373022350 80.31
Total 1709553100 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About FCS Software Solutions Ltd

FCS Software Solutions Ltd is a leading provider of IT services. The company is engaged in marketing and providing information technology (IT) and information technology enabled services (ITeS) in the United States. They have a huge offshore center in India that caters to a global clientele. The company has two wholly owned subsidiaries, namely FCS Software Solutions America Ltd. and FCS Software Middle East FZE. The company's business is divided into three strategic business units (SBUs), namely IT consulting, education and infrastructure management. The company's IT consulting division provides application maintenance. They also provide ongoing functional and application support for a customer's application maintenance needs. The company operates in three geographical segments India, Middle East and the United States. FCS Software Solutions Ltd was incorporated on May 5, 1993 as a private limited company with the name Fateh Computer Services Pvt Ltd. In the year 1994, the company acquired a plot at Noida for building their first delivery center. They started started construction of building and completed the first phase in the year 1996. In the year 1997, the promoter bagged and executed consulting contracts in USA and executed as independent consultant. They established competent client managed offshore Labs for both SAP and Oracle Applications. In the year 1998, the company strengthened the offshore Development Center and started the Internet Application Development competency. They got ISO 9001 certification by KPMG during the year. In the year 1999, the company established competence in Business Workflow Applications (Lotus Domino) and Digital Consulting (MS and Sun technologies). In December 29, 1999, the company was converted into public limited company and the name was changed to Fateh Computer Services Ltd. In April 19, 2000, the name of the company was changed from Fateh Computer Services Ltd to FCS Software Solutions Ltd. In the year 2001, the company established Dedicated IPLC link between Noida and California office and started aggressive Sales and Marketing for their services. They added 24/7 Technical Support Services to their portfolio. In the year 2002, the company bagged and executed Workflow Automation and Digital Consulting projects from Fortune 500 and other companies in Office Automation, Home Appliances. In the year 2004, the company established Center of Excellence to service a large client in India, UK and Asia - Pacific for providing services to clients in all 3 segments, namely Application Development, E-learning and Technical Support. In the year 2005, the company came with Initial Public Offer (IPO) and became listed public company with both the exchanges i.e. BSE and NSE. In November 2005, they started operation in Punchkula (Haryana) in leased premises. In the year 2006, the company acquired plot in Rajeev Gandhi Chandigarh Technology Park, Chandigarh. Also, they acquired a plot in Noida. In June 26, 2006, they started office in Chennai. In October 2006, the company incorporated a subsidiary, namely FCS Software Solutions America Ltd. During the year 2007-08, the company extended their base in a Tier 2 city, i.e., Chandigarh. Also, they also established new development centers in Europe, and also coming up in Singapore. During the year 2008-09, the company also extended their base in a Tier 2 city, i.e., Dehradun. They also developed additional seats in their Noida and Chandigarh centers. During the year 2009-10, the company started operations in their fourth unit at Dehradun to get the benefit of low cost manpower and other tax incentives of Uttarakhand government. They started their new global delivery center in Mumbai in order to strengthen their segment of Banking, Financial Services and Insurance. In October 2009, the company inaugurated its subsidiary in Middle East, Ras Al Khaimah - Free Trade Zone and entered into agreement with MACNES in UAE for promoting and selling its services to their clients. In April 2010, the company entered into agreement with Dewas Udyog, a wholly owned unit of MP State Industries Corp Ltd for work together on mutually exclusive basis for the identified projects. In June 2010, the company secured a three year contract in Middle East. The three year contract includes data center consolidation, commissioning/ decommissioning managed services, space optimization, energy management, network optimization, capacity planning, 24/7 monitoring, latency management, patch, anti virus, back ups, archiving and disaster recovery management as its scope of work. In July 2010, the company launched mobile applications division with Rs 200 million planned investment for providing mobile application services. In July 2010, the company inaugurated the international development center which is spread over 25,000 sq feet in the Noida Special Economic Zone to cater to growing global demand.

FCS Software Solutions Ltd Chairman Speech

My Dear fellow Stakeholders,

I welcome all of you to the 26th Annual General Meeting of the company. We have been in business now for 26 years and with some ups and downs, we continue to serve the purpose with same vigor as when we started. In a company's life, there are moments that needs to be created and then built upon. While some companies get those chances more quickly, others have to be patient. In our case, we had many opportunities that we were able to avail of but then every time, market conditions changed that impacted the scaling up of our opportunities. Just as everyone is aware, the market conditions continue to be tough around globe. With high inflation, the costs continue to grow whereas the poor economic conditions make it difficult to pass the costs to the clients who are themselves facing difficult times. In times like this, one needs to have ability to sustain and that is what we have. We believe that we will be able to go through these tough times and then as the markets improve, we will be able to utilize our strengths to build further on scale and margins.

One of the key factors in last few years is that as markets mature, bigger companies get an advantage over smaller companies due to their better branding. This is one aspect that we consider as our weakness and we have started building a plan to address this weakness. In today's world, one needs to be strong in social media. We are going to build a strong social media presence to address our all stakeholders – employees, customers, shareholders, and professionals.

I take this opportunity to thank all of you for your continued support both in good times and bad times. I assure that everyone in the company will work extra hard to continue to earn the trust that we have built over all these years.

I would like to cordially invite to all the shareholders of the Company to attend the 26th Annual General Meeting of the Company (AGM) on 13th November, 2019 at 9:00 A.M. at The Executive Club, 439, Village, Sahoorpur, Fatehpur, Beri, New Delhi-110074.

Sd/-
Dalip Kumar
(Chairman & Managing Director)
Date: 14/10/2019

   

FCS Software Solutions Ltd Company History

FCS Software Solutions Ltd is a leading provider of IT services. The company is engaged in marketing and providing information technology (IT) and information technology enabled services (ITeS) in the United States. They have a huge offshore center in India that caters to a global clientele. The company has two wholly owned subsidiaries, namely FCS Software Solutions America Ltd. and FCS Software Middle East FZE. The company's business is divided into three strategic business units (SBUs), namely IT consulting, education and infrastructure management. The company's IT consulting division provides application maintenance. They also provide ongoing functional and application support for a customer's application maintenance needs. The company operates in three geographical segments India, Middle East and the United States. FCS Software Solutions Ltd was incorporated on May 5, 1993 as a private limited company with the name Fateh Computer Services Pvt Ltd. In the year 1994, the company acquired a plot at Noida for building their first delivery center. They started started construction of building and completed the first phase in the year 1996. In the year 1997, the promoter bagged and executed consulting contracts in USA and executed as independent consultant. They established competent client managed offshore Labs for both SAP and Oracle Applications. In the year 1998, the company strengthened the offshore Development Center and started the Internet Application Development competency. They got ISO 9001 certification by KPMG during the year. In the year 1999, the company established competence in Business Workflow Applications (Lotus Domino) and Digital Consulting (MS and Sun technologies). In December 29, 1999, the company was converted into public limited company and the name was changed to Fateh Computer Services Ltd. In April 19, 2000, the name of the company was changed from Fateh Computer Services Ltd to FCS Software Solutions Ltd. In the year 2001, the company established Dedicated IPLC link between Noida and California office and started aggressive Sales and Marketing for their services. They added 24/7 Technical Support Services to their portfolio. In the year 2002, the company bagged and executed Workflow Automation and Digital Consulting projects from Fortune 500 and other companies in Office Automation, Home Appliances. In the year 2004, the company established Center of Excellence to service a large client in India, UK and Asia - Pacific for providing services to clients in all 3 segments, namely Application Development, E-learning and Technical Support. In the year 2005, the company came with Initial Public Offer (IPO) and became listed public company with both the exchanges i.e. BSE and NSE. In November 2005, they started operation in Punchkula (Haryana) in leased premises. In the year 2006, the company acquired plot in Rajeev Gandhi Chandigarh Technology Park, Chandigarh. Also, they acquired a plot in Noida. In June 26, 2006, they started office in Chennai. In October 2006, the company incorporated a subsidiary, namely FCS Software Solutions America Ltd. During the year 2007-08, the company extended their base in a Tier 2 city, i.e., Chandigarh. Also, they also established new development centers in Europe, and also coming up in Singapore. During the year 2008-09, the company also extended their base in a Tier 2 city, i.e., Dehradun. They also developed additional seats in their Noida and Chandigarh centers. During the year 2009-10, the company started operations in their fourth unit at Dehradun to get the benefit of low cost manpower and other tax incentives of Uttarakhand government. They started their new global delivery center in Mumbai in order to strengthen their segment of Banking, Financial Services and Insurance. In October 2009, the company inaugurated its subsidiary in Middle East, Ras Al Khaimah - Free Trade Zone and entered into agreement with MACNES in UAE for promoting and selling its services to their clients. In April 2010, the company entered into agreement with Dewas Udyog, a wholly owned unit of MP State Industries Corp Ltd for work together on mutually exclusive basis for the identified projects. In June 2010, the company secured a three year contract in Middle East. The three year contract includes data center consolidation, commissioning/ decommissioning managed services, space optimization, energy management, network optimization, capacity planning, 24/7 monitoring, latency management, patch, anti virus, back ups, archiving and disaster recovery management as its scope of work. In July 2010, the company launched mobile applications division with Rs 200 million planned investment for providing mobile application services. In July 2010, the company inaugurated the international development center which is spread over 25,000 sq feet in the Noida Special Economic Zone to cater to growing global demand.

FCS Software Solutions Ltd Directors Reports

(For the Year 2018-2019)

Dear Stakeholders,

We have pleasure in presenting the 26th Directors Report on business and operations, together with the Audited Statement of Accounts, for the financial year ended March 31, 2019.

(Rs. in Lakhs)

Standalone Consolidated
F.Y 2018-19 F.Y2017-18 F.Y 2018-19 F.Y 2017-18
Revenue from operation 3962.00 3101.13 4040.36 3430.76
Other Income 200.66 653.61 224.95 655.19
Total Income 4162.66 3754.73 4265.32 4085.95
Operating Expenditure 3464.33 3205.64 3663.54 3595.62
Depreciation and Amortization exps 333.89 104.23 16948.45 6221.32
Total Expenses 3798.22 3309.87 20611.99 9816.94
Profit before finance cost and tax 364.44 444.86 (16241.21) (5693.20)
Finance Cost 104.72 37.62 105.47 37.78
Profit before tax 259.72 407.24 (16346.68) (5730.99)
Tax expense 78.1 105.08 81.20 105.24
Profit for the year 178.61 302.16 (16427.88) (5836.22)

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. The Company has adopted the Indian Accounting Standards (Ind AS) from 1st April, 2016.

The comparative financial information of the Company for the year ended 31st March, 2019 have also been reinstated to comply with Ind AS.

Financial Review

For the financialyear ended March 31, 2019, the Company reported a total Consolidated revenue income of Rs. 4040.36 lakhs and Standalone revenue of Rs. 3962.00 lakhs.

Changes in Share Capital.

During the year 2018-19, there was no change in the share capital of the Company.

Changes in the nature of business

During the year 2018-19, there were no change in the nature of business of the company.

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

The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year under review.

Dividend

The Board of Directors of your company, after considering holistically the relevant circumstances has decided that it would be prudent, not to recommend any Dividend for the year under review.

Director and Key Managerial Personnel (KMP)

Mr. Sunil Sharma, Executive Director of the Company, who retires by rotation in terms of section 152(6) of the Companies Act, 2013 is proposed to be appointed as an Executive Director of the Company in the Annual General Meeting to be held on 13th November, 2019.

Mr. Shayam Sunder Sharma, Independent Director of the Company, was appointed as per Section 149 of the Companies Act, 2013, in 2014 for a period of five years. His first term expires on 23rd September, 2019. The Board recommends his appointment for the second term of 5 years w.e.f. 24th September, 2019 subject to approval of shareholders. The Board has received his eligibility and consent for re-appointment.

Mrs. Shweta Shatsri, Independent Director of the Company, was appointed as per Section 149 of the Companies Act, 2013, in 2014 for a period of five years. Her first term expires on 23rd September, 2019. The Board recommends his appointment for the second term of 5 years w.e.f. 24th September, 2019 subject to approval of shareholders. The Board has received her eligibility and consent for re-appointment.

The Independent Directors have submitted required declarations that they fulfill the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations. Pursuant to Clause VII (1) of Schedule IV of the Companies Act, 2013. The Independent Directors had a separate meeting on 11th February, 2019 during Financial Year 2018-19. The Independent Directors have also complied with the Code for Independent Directors prescribed in Schedule IV of the Act.

Mr. Dalip Kumar, Chairman & Managing Director of the Company, was appointed as per Sections 196, 197, 203 of the Companies Act, 2013, in 2013 for a period of five years. His term will expire on 31st March, 2020. The Board recommends his appointment for further term of 5 years with effect from 1st April 2020 to 31 March 2025. The Board has received his eligibility and consent for re-appointment.

Mr. Dalip Kumar (Chairman & Managing Director), Mr Sunil Sharma (Executive Director), Mr. Anil Kumar Sharma (Chief Financial Officer) and Ms. Harsha Sharma (Company Secretary) are Key Managerial Personnel of the Company.

During the year 2018-19, Mr. Mahendra Pratap singh was appointed as additional director of the company on 14.08.2018 and regularised as Director of the Company at annual general meeting held on 25th September 2018.

Mr. Shiv Nandan Sharma, Independent director has resigned from the Board w.e.f. 27th July, 2019 and has sent resignation letter to the company. He has not provided his confirmation on material reason required as per amended SEBI (Listing Obligations & Disclosure Requirements) Regulations.

Number of Meetings of the Board of Directors

The Board met seven times during the financial year 2018-19, the details of the Board Meeting with regard to their dates and attendance of each director have been provided in the Corporate Governance Report that forms a part of this Annual Report. The maximum interval between any two consecutive meetings did not exceeded 120 days.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, and that of its Committees and individual directors. The manner in which such formal annual evaluation was made by the Board is given below:

• Performance evaluation policy for Board, Committees of the Board and Directors were approved by the Board at its meeting and the same were placed on the Company's website www.fcsltd.com.

• The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the board.

• The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and the Board in their respective meetings.

• Under law, as per the report of performance evaluation, the Board shall determine, inter alia, whether to continue the term of appointment of the independent director. During the year under review, there was no occasion to decide on the continuance of the term of appointment of any of the independent directors and hence, the question of taking a decision on their re-appointment did not arise.

During the year under review, SEBI vide its circular dated 5th January 2017 came out with a Guidance Note on Board Evaluation, which was to be adopted by the Company, as considered appropriate. The performance evaluation criteria for the Board, Committees of the Board, Chairperson and Directors were accordingly modified by the Board at its meeting, as approved and recommended by the Nomination and Remuneration Committee. The updated policy is placed on the Company's website www.fcsltd.com and will be applicable for evaluation from the year 2018-19.

Audit committee

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report.

Policy on directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report.

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- AOC- 1 as "Annexure A" to this Director's Report. In accordance with the third proviso of the Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and consolidated financial statements have been placed on the website of the Company, www.fcsltd.com

Particulars of Contract or Arrangement with Related Party

During the year, no transaction with related parties was in conflict with the interest of the Company. All transactions entered into by the Company with related parties during the financial year were in the Ordinary course of business and on an arm's lenth basis. The Company did not enter into any transaction with its KMP. As stipulated by section 134(3)(h) of the Act read with rule 8(2) of Companies (Accounts) Rules, 2014, particulars of related party transactions are given in form no. AOC-2 as "Annexure-B" to this report. In compliance with Regulation 46(2)(g) of listing regulation policy on dealing with related party transactions as approved has been hosted on the Company's website.

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(3) of the Companies (Accounts) Rules, 2014, are set out in the "Annexure- C" to this Board Report.

Subsidiaries and Consolidated Financial Statements

FCS has Two Wholly Owned Subsidiary Companies outside India, viz. F.C.S Software Middle East FZE in UAE and FCS Software Solutions GmbH, in Germany. FCS has five Wholly Owned Subsidiary Companies in India i.e. Insync Business Solutions Limited, Innova E Services Private Limited, Stablesecure Infraservices Private Limited, cGain Analytics Private Limited, and Zero Time Constructions Private Limited.

M/s. Enstaserv Eservices Limited is the associate company of FCS Software Solutions Limited. Investment in M/s Myzeal IT Solutions Ltd was transferred during the financial year 2018-19.

The consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Statndards) Rules, 2015 (Ind AS) forms part of the Annual Report and are reflected in consolidated financial statement of the

Particulars of Loan, Guarantees or Investments

In Compliance with the provisions of Section 134(3)(g) forming part of this Annual Report particulars of loans, Guarantees and Investment covered under the provisions of section 186 of Companies Act, 2013 are provided in the notes to the Financial Statement.

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.The Company has not made any loans/advances and investment in its associates during the year.

Particulars of employee's remuneration

During the year ended March 31, 2019, no employee is drawing remuneration in excess of the amount prescribed under section 197(12) of the Companies Act, 2013, read with Rule 5 of 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 for the Financial Year ended 31st March 2019, 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 Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and 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.

Internal Financial Control

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assests, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, the timely preparation of reliable disclosures.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during Financial Year 2018-19.

The extract of Annual Return

Extract of Annual Return of the Company in the prescribed Form MGT-9, is placed on the Company's website www.fcsltd.com.

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 Section 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. During the year Company was not required to transfer any amount in the IEPF Account.

Board Committee

The Company has the following committees of the Board:

1. Audit Committee

2. Nomination and Remunaration 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

The report on Management Discussion and Analysis Report as required under Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulation, 2015 read with Regulation-34(3) (c) is annexed and form part of 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.

Policy on Sexual Harassment

FCS has adopted a policy on prevention, prohibition and redressal for employees on sexual harassment at workplace as per The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2018-19 there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Vigil Mechanism/Whistle Blower Policy

In Compliance with the provisions of Section-177(9) of the Companies Act, 2013 read with Rule-7 of Companies (Meeting of Board and its Powers) Rules, 2014 and Regualtion 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has a vigil mechanism through Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the policy is explained in the Corporate Governance Report and is also placed on the website of the Company.

Corporate Social Responsibity (CSR)

CSR is a means 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, the Company has qualified the norms specified under section 135 of Companies Act, 2013 to contribute towards CSR. The company has contributed Rs. 3,00,000/- this year for corporate social responsibility in accordance with Schedule VII.

Annual Report on CSR is Annexed as "Annexure-D" of the Director's Report.

Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure-E".

Corporate Governance

As stipulated by Regulation 34(3) read with Schedule V (c) of listing regulations, Corporate Governance Report forms part of this Annual Report.

Certificate confirming compliance of the conditions of Corporate Governance, is provided as "Annexure F" to this Director's Report.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company has been prepared in accordance with applicable Accounting Standards forms a part of this Annual Report.

Company's policy relating to directors appointment, payment or remuneration and discharge of their duties

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has adopted a policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

Scheme of Amalgamation with wholly owned subsidiaries

In order to gain operational synergy and efficient allocation of managerial capabilities and infrastructure and consolidation and economies of scale by expansion and diversion to exploit extended domestic and global markets, FCS Software Solutions Limited (hereinafter referred to as "FCS") has filed application to Regional Director, Delhi for amalgamation with its Wholly owned subsidiaries i.e. Insync Business Solutions Limited, Stablesecure Infraservices Private Limited, cGain Analytics Private Limited, Innova e Services Private Limited and Zero Time Constructions Private Limited. The Scheme of Amalgamation has been filed in Regional Director, Delhi for final approval and same is pending before the authority.

AUDITORS

Statutory Auditors

M/s. Aadit Sanyam & Co., Chartered Accountant, is the existing statutory auditor of the Company were appointed at 24th Annual General Meeting held on 28th September, 2017 to hold the office our 29th Annual General Meeting for a period of 5 years.

The Audit Report on the Financial Statements of the Company for the financial year ended March 31, 2019 read with relevant Notes thereon are self-explanatory and do not call for any further explanation. The Auditors Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Statutory Auditors have not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

Secretarial Auditor

The Board of Directors of the Company has appointed M/s. VS Associates, Practising Company Secretaries, to conduct Secretarial Audit for the F.Y. 2018-19. The Secretarial Audit Report of M/s. VS Associates, Practising Company Secretaries for the financial year ended 31st March, 2019, is annexed herewith as "Annexure-G".

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Internal Auditor

The Board of Directors of the Company has appointed M/s. SPMG & Company, Chartered Accountants as an internal auditor of the Company for financial year 2018-19.

Listing Fees

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 532666 and on National Stock Exchange of India Limited (NSE) with scrip code of FCSSOFT. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2018-19 have been paid.

Certificate of Non- Disqualification of Directors

The Certificate required as per Regulation 34(3) and Schedule Obligations and Disclosure Requirements) Regulations, 2015 forming part of annual report is Annexed as "Annexure-H".

The Board of Directors of the Company has appointed M/s. Oberoi & Associates, Practising Company Secretaries, certificateof Non- disqualification from professional for the F.Y. 2018-19. The to provide certificate of directors of M/s. Oberoi & Associates, Practising Company Secretaries for the financial year ended 31st March, 2019, is annexed herewith

Acknowledgement

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 sd/-
Date: 14/10/2019 Dalip Kumar
(Chairman & Managing Director)

   

FCS Software Solutions Ltd Company Background

Dalip KumarDalip Kumar
Incorporation Year1993
Registered Office205 2nd Flr Agrawal Chamber IV,27 Veer Sawarker Blok Vikas Rd
Delhi,Delhi-110092
Telephone91-11-42418371,Managing Director
Fax91-11-42418371
Company SecretaryHarsha Sharma
AuditorAadit Sanyam & Assosiates
Face Value1
Market Lot1
ListingBSE,NSE,
RegistrarLink Intime India Pvt Ltd
Noble Heights 1st Fl,Plot NH 2 C-1 Block ,LSC Janakpuri ,New Delhi - 110058

FCS Software Solutions Ltd Company Management

Director NameDirector DesignationYear
Dalip Kumar Chairman & Managing Director 2019
Shyam Sunder Sharma Independent Director 2019
Shweta Shastri Independent Director 2019
Harsha Sharma Company Secretary 2019
Sunil Sharma Director 2019
Mahendra Pratap Singh Director 2019
Rajkumar Manikpuri Addtnl Independent Director 2019

FCS Software Solutions Ltd Listing Information

FCS Software Solutions Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
IT Services NA 00039.62
Software Development NA 0000

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