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Directors Report of FCS Software Solutions Ltd.

Mar 31, 2023

The Board of Directors is pleased to present the thirtieth (30^) Director''s Report on business and operations along with financial statements of the Company for financial year ended 31March, 2023.

1. Financial Results

The financial statements for the year ended March 31,2023, have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, read with Section 133 of Companies Act, 2013, (the âActâ) and other relevant provisions of the Act. There are no material departures from the prescribed norms stipulated by the Accounting Standards in preparation of the annual accounts. The following are the financial highlights for the Financial Year 2022-23.

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	March 31,	March 31,	March 31,	March 31,
	2023	2022	2023	2022
Revenue from operation	3,494.88	3,431.59	3491.39	3,461.69
Other Income	220.56	185.53	221.62	188.30
Total Income	3,715.44	3,617.12	3,713.02	3,649.99
Operating Expenditure	2886.60	2842.02	2932.78	2887.61
Depreciation and Amortizationexps	419.56	385.68	419.56	385.68
Total Expenses	3306.17	3227.70	3352.35	3273.29
Profit before Share of profit / (Loss) of Associates, Exceptionalltem, Finance Cost and tax	409.27	389.42	360.67	376.70
Share of Profit / (Loss) of Associates	NA	NA	0.41	(0.32)
Exceptional Items	31.80	(107.90)	31.80	(107.90)
Profit before Finance Cost and tax	441.07	281.52	392.87	268.48)
Finance Cost	174.05	228.61	174.05	228.69
Profit before tax	267.02	52.91	218.82	39.79
Tax expense	72.35	44.98	72.84	45.01
Profit after Tax	194.66	7.92	145.98	(5.23)
Other Comprehensive Income	2602.35	154.26	2,606.63	2592.10
Total Income for the Period	2797.01	162.18	2,752.61	2586.57

There was no revision of the financial statements for the year under review.

2. Overview of Financial Performance and State of Companyâs affairs

During the financial year 2022-23, Companyâs consolidated revenue from operations was Rs. 3491.39 Lakhs as against Rs. 3,461.69 lakhs in the previous financial year 2021-22.

A detailed analysis on the Companyâs state of affairs and performance is included in the âManagement

Discussion & Analysis Reportâ which forms part of this Directorâs Report.

3. Share Capital

The paid up capital of the Company as on March 31, 2023 was Rs. 17,095.53 Lakhs comprising of 17,095.53 Lakh equity shares of Re.1 each. During the year under review, there has been no change in the capital structure of the Company.

4. Changes in the nature of business

There were no change in the nature of business of the company during the year under review.

5. 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.

6. Transfer to Reserves

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

7. Dividend

The Board of Directors of your Company, after considering the circumstances holistically and in order to conserve the resources, has decided that it would be prudent not to recommend any dividend for the year ended 31^st March, 2023.

8. Director and Key Managerial Personnel (KMP)

The Board of our Company is duly constituted in accordance with the requirements of the Companies Act, 2013 read with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Cessation:-

â¢ Ms. Shweta Shastri (DIN: 06480421), Independent Director of the Company has tendered her resignation from the Board on 5th May, 2022 which was duly taken on records by the board of Directors of the Company.

â¢ Mr. Sunil Sharma (DIN: 05359128), Executive Director of the Company has tendered his resignation from the Board on 5th July, 2023. He has provided the resignation letter to the Board of the Company.

â¢ Mr. Mahendra Pratap Singh (DIN: 08201381), Non-Executive Director of the Company hastendered his resignation from the Board on 28th August, 2023. He has provided the resignation letter to the Board of the Company.

Appointment:-

â¢ Ms. Archana Sharma (DIN: 08300527) was appointed as an Additional Director in the capacity of a non- executive Independent director with effect from 6th May, 2022 by the Board of Directors. Aforesaid appointment was approved by the Members at the 29th AGM held on August 3, 2022.

â¢ Mr. Brijesh Singh Bhadauriya (DIN: 00489983) was appointed as an Additional Director in the capacity of a non- executive Independent director with effect from 7th July, 2022 by the Board of Directors. Aforesaid appointment was approved by the Members at the 29th AGM held on August 3, 2022.

â¢ Mr. Ravinder Sachdeva (DIN: 10280805) was appointed as an Additional Director in the capacity of a Executive Whole time Director with effect from 29th August, 2023 by the Board of Directors.

â¢ Mrs. Neelam Sharma (DIN: 10291133) was appointed as an Additional Director in the capacity of a Non-Executive Director with effect from 29th August, 2023 by the Board of Directors.

Retire by Rotation

Pursuant to the provisions of Section 152 and other applicable provisions of Companies Act, 2013, one third of directors who are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Mrs. Neelam Sharma (DIN: 10291133), Non-executive director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible she has offered herself for re-appointment.

Women Director

In terms of Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has appointed Mrs. Archana Sharma (DIN: 08300527) and Mrs. Neelam Sharma (DIN: 10291133) who is serving on the Board of the Company since 06.05.2022 and 29.08.2023 respectively.

Key Managerial Personnel:-

There had been no change in the Key Managerial Personnel of the Company during the year under review.

9. Number of Meetings of the Board of Directors

The Board met six times during the financial year 2022-23, 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 part of this Annual Report. The intervening gap between the meetings was within the period prescribed underthe Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. Evaluation of Boardâs Performance

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of its own performance, and that of its Committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (âSEBI Listing Regulations"). The manner in which such formal annual evaluation was made by the Board is given below:

â¢ 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 Companyâs website www.fcsltd.com.

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

â¢ The report of performance evaluation so arrived atwasthen noted and discussed by the Nomination and Remuneration Committee and the Board in their respective meetings.

â¢ Linder 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.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

11. Board Committee

The Board has 4 (Four) Committees:-

1. Audit Committee

2. Nomination and Remunaration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

Details of all the committees along with their composition, terms of reference and meetings held during the year are provided in the Report on Corporate Governance, as part of this Annual Report.

12. 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 is annexed and form part of Annual Report.

13. Directorsâ 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, confirms the following:

1. that in the preparation of the annual accounts for the Financial Year ended 31March 2023, 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.

14. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 will be available on the Companyâs website at www.fcsltd.com.

15. Statement on Declaration under Section 149(6) of the Companies Act, 2013

The Independent Directors of the Company have given the declaration and confirmation to the Company as required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1 )(b) and 25(8) of Listing Regulations and have confirmed that they are not aware of any

circumstance or situation which exists or may be anticipated that could impair or impact their ability to discharge their duties.

All Independent Directors have registered their name in the Independent Directors data bank maintained by the Indian Institute of Corporate Affairs and renewal of name in data bank of independent directors.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

16. Policy on directorsâ appointment and remuneration and other details

The Companyâs policy on directorsâ 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 companyâs 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 âAnnexure Aâ to this Directorâs 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

17. Particulars of Contract or Arrangement with Related Party

With reference to Section 134(3)(h) of Act, all contracts and arrangements with related parties were approved by audit committee and whenever required, also by the Board of Directors. 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 transactions with KMPâs other than payment of their remuneration. 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 âAnnexures-Bâ 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 Companyâs website.

A confirmation as to compliance of Related Party Transactions as per Listing Regulations is also sent to stock exchanges. Disclosure of related party transactions on consolidated basis is also sent to Stock Exchange after publication of financial results for half year.

18. 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.

19. 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, in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in âAnnexure Câ which forms part of this Report.

20. Particulars of Remuneration of Directors, Key Managerial Personnel and Employees

Information as per Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in âAnnexure -D" to this report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not provided since there were no employees who were drawing remuneration more than Rs. 102 lakhs per annum during the year or Rs. 8.5 lakhs per month if employed for part of the financial year under review.

21. MD/CFO Certifications:

The Managing Directorand CFO certification of the financial statements forthe year 2022-23 is annexed in this Annual Report and a Declaration by the Chairman & Managing Director as required under para D of Schedule V of The SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 as an âAnnexure Eâ.

22. Certificate of Non- Disqualification of Directors

The Certificate required as per Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forming part of annual report is Annexed as âAnnexure-Fâ.

The Board of Directors of the Company has appointed M/s. Vikas Gandhi & Associates, Practising Company Secretaries, to provide certificate of Non- disqualification from professional for the F.Y. 2022-23. The certificate of Non- disqualification of directors of M/s. Vikas Gandhi & Associates, Practising Company Secretaries for the financial year ended 31st March, 2023, is annexed herewith.

23. Deposits

The Company has not accepted any deposits within the purview of provisions of 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 during the year under review. Hence, the requirement of furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

24. Corporate Social Responsibity (CSR)

25. Subsidiaries, Joint Ventures and Associate Company as per Companies Act, 2013

As of 31st March, 2023, Company has Three Wholly Owned Subsidiary Companies outside India, viz. F.C.S Software Middle East FZE in UAE, FCS Software Solutions GmbH, in Germany and FCS Software (Shanghai) Co. Ltd. in China, FCS has two Wholly Owned Subsidiary Companies in India i.e. Insync Business Solutions Limited and Stable secure Infra services Private Limited.

M/s. Enstaserv Eservices Limited is the associate company of FCS Software Solutions Limited.

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

26. Internal Financial Control

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

27. Ensuring Compliance of laws

The company has devised and set in place proper systems to ensure compliance of all laws applicable to the company.

28. Sweat Equity, Bonus or Employee Stock option

The Company has not issued any sweat equity, bonus shares or stock option scheme during the year under review.

29. Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Code has been posted on the Companyâs website atwww.fcsltd.com.

30. Transfer to Investor Education and Protection fund

During the year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

31. 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 2022-23 there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

32. 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 Regulation 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.

33. Corporate Governance Report

As stipulated by Regulation 34(3) read with Schedule V (c) of listing regulations, a Report on Corporate Governance along with a certificate from the M/s. Neeraj Arora & Associate, Company Secretaries, confirming compliance with the conditions of the Corporate Governance is forming part of this report.

Certificate confirming compliance of the conditions of Corporate Governance, is provided as âAnnexure Gâ to this Directorâs Report.

34. 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.

35. Companyâs 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.

36. Auditors Statutory Auditors

M/s. SPMG & Co., Chartered Accountants, is the existing statutory auditor of the Company were appointed at 29^th Annual General Meeting held on 03/08/2022 to hold the office till conclusion of our 34^thAnnual 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, 2023 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. 2022-23. The Secretarial Audit Report of M/s. VS Associates, Practising Company Secretaries for the financial year ended 31st March, 2023, is annexed herewith as âAnnexure-Hâ.

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. Vijay Kumar & Associates, Chartered Accountants as an internal auditor of the Company for financial year 2022-23.

Cost records and cost audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

37. 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 2022-23 have been paid.

38. Secretarial Standards

The Institute of Company Secretaries of India has issued Secretarial Standard -1 (SS-1) on âMeetings of the Board of Directorsâ and Secretarial Standard - 2 (SS-2) on âGeneral Meetingâ and both the Secretarial Standards have been approved by the Central Government under Section 118(10) of the Act. Pursuant to the provisions of Section 118(10) of the Act, it is mandatory for the Company to observe the Secretarial Standards with respect to Board Meeting and General Meeting. The Company has adopted and followed the set of principles prescribed in the respective Secretarial Standards for convening and conducting Meetings of Board of Directors, General Meeting and matters related thereto.

39. Annual Secretarial Compliance Report

The Annual Secretarial Compliance under Regulation 24(A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was done by NeerajArora & Associates, Practicing Company Secretary, for the financial year ended March 31,2023.

40. Fraud Reporting

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Act to the Audit Committee or the Board of Directors during the Financial Year under review.

41. Disclosure of Employee Stock Option Scheme / Purchase Scheme

During the year under review, Company has not provided any employee stock option / purchase scheme.

42. Significant / Material orders passed by the Regulator/Courts/ Tribunal

During the year, there were no any significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operation in future.

43. Investor Services:-

To improve investor services, your Company has taken following initiatives:-

â¢ An investor relation section on website of Company fwww.fcsltd.comâ)

â¢ Email-id ([email protected]) for sending communication to Company Secretary.

44. Event based disclosures

1. Issue of sweat equity shares: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employeeâs stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision : NA

7. Preferential Allotment of Shares: NA

45. Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016 (IBC):

There is no application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

46. One-time settlement with any bank or Financial Institution

There was no instance of one-time settlement with any Bank or Financial Institution.

47. Buy Back of Securities:

Your Company has not bought back its securities during the year under review.

48. Acknowledgement

The Directors thank the Companyâs 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, GST departments, the Income Tax department, Ministry of Corporate Affairs, Office of Registrar of Companies, New Delhi, Development Commissioner of Special Economic Zones, particularly of Noida for their co-operation.

Mar 31, 2022

The Board of Directors is pleased to present the Twenty Ninth (29^th) Directorâs Report on business and operations along with financial statements of the Company for financial year ended 31^st March, 2022.

1. Financial Results

The financial statements for the year ended March 31,2022, have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, read with Section 133 of Companies Act, 2013, (the âActâ) and other relevant provisions of the Act. There are no material departures from the prescribed norms stipulated by the Accounting Standards in preparation of the annual accounts. The following are the financial highlights for the Financial Year 2021 -22.

(Rs. in Lakhs
Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	March 31, 2022	March 31, 2021	March 31,2022	March 31,2021
Revenue from operation	3,431.59	3,366.82	3,461.69	3,405.87
Other Income	185.53	267.12	188.30	269.70
Total Income	3,617.12	3,633.94	3,649.99	3,675.58
Operating Expenditure	3,070.63	2,922.22	3,116.30	3,075.26
Depreciation and Amortization exps	385.68	461.48	385.68	461.51
Total Expenses	3,456.31	3,383.71	3,501.98	3,536.77
Profit before Share of profit / (Loss) of Associates, Exceptional Item, Finance Cost and tax	389.42	482.64	376.70	371.20
Share of Profit / (Loss) of Associates	NA	NA	(0.32)	0.31
Exceptional Items	(107.90)	(1,296.21)	(107.90)	(1,296.21)
Profit before Finance Cost and tax	281.52	(813.57)	268.48	(924.70)
Finance Cost	228.61	232.40	228.69	232.40
Profit before tax	52.91	(1,045.97)	39.79	(1,157.09)
Tax expense	44.98	75.13	45.01	75.13
Profit after Tax	7.92	(1,121.10)	(5.23)	(1,232.22)
Other Comprehensive Income	154.26	(93.76)	2,592.10	(236.35)
Total Income for the Period	162.18	(1,214.86)	2,586.87	(1,468.57)

There was no revision of the financial statements for the year under review.

2. Overview of Financial Performance and State of Companyâs affair

During the financial year 2021-22, Companyâs consolidated revenue from operations was Rs. 3,461.69 Lakhs as against Rs. 3,405.87 in the previous financial year 2020-21.

A detailed analysis on the Companyâs state of affairs and performance is included in the âManagement Discussion & Analysis Reportâ which forms part of this Directorâs Report.

3. Impact of Covid-19 Pandemic

The management has evaluated the impact of this pandemic on its business operations and based on its review, there is no significant impact on its business operations. However, the impact assessment of COVID

19 is a continuing process given the uncertainties associated with its nature and duration and accordingly the impact may be different from that estimated as at the date of approval of these financial statements. The Company will continue monitoring any material changes to future economic conditions.

4. Share Capital

The paid up capital of the Company as on March 31,2022 was Rs. 17095.53 Lakhs comprising of 17095.53 Lakh equity shares of Re.1 each. During the year under review, there has been no change in the capital structure of the Company.

5. Changes in the nature of business

There were no change in the nature of business of the company during the year under review.

6. Material changes and Commitments

7. 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.

8. Dividend

In view of the requirement of funds for the expansion of the Companyâs business, your directors have decided not to recommend any dividend.

9. Director and Key Managerial Personnel (KMP)

The Board of your Company is duly constituted in accordance with the requirements of the Companies Act, 2013 read with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Change in Board of Directors:-

Mr. Sunil Sharma (DIN: 05359128) on recommendation of the nomination and remuneration committee was re-appointed as an executive director of the Company in Annual General Meeting held on 29th September, 2021 for a period of 5 years till 28th September, 2026.

Mr. Rajkumar Manikpuri (DIN: 08614902), Independent Director of the Company has tendered his resignation from the Board on 8^th February, 2022. He has provided the resignation letter to the Board of the Company and has also confirmed that there was no material reason for his resignation other than those stated in his resignation letter.

Ms. Archana Sharma (DIN: 08300527) was appointed as an Additional Director in the capacity of a nonexecutive Independent director with effect from 6^,h May, 2022 by the Board of Directors and holds office up to the date of the forthcoming Annual General Meeting of the Company in terms of Regulation 17(1 C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. It is proposed to appoint her as non-executive Independent director for the period of five years commencing from 6^th May, 2022 to 5^th May, 2027 subject to shareholders approval in the ensuing Annual General Meeting by way of Special Resolution.

Mr. Brijesh Singh Bhadauriya (DIN: 00489983) was appointed as an Additional Director in the capacity of a non-executive Independent director with effect from 7^th July, 2022 by the Board of Directors and holds office up to the date of the forthcoming Annual General Meeting of the Company in terms of Regulation 17(1 C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. It is proposed to appoint him as non-executive Independent director for the period of five years commencing from 7¹¹ July, 2022 to 6^th July, 2027 subject to shareholders approval in the ensuing Annual General Meeting by way of Special Resolution.

Retire by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Mahendra Pratap Singh (DIN :08201381), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board recommends to the member the appointment of Mr. Mahendra Pratap Singh (DIN:0S201381) as Director of the Company in the ensuing Annual General Meeting of the Company.

The details of Mr. Mahendra Pratap Singh (DIN:08201381), as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Secretarial Standard - 2 of General Meeting are contained in the accompanying Notice calling Twenty Ninth (29th)Annual General Meeting ofthe Company, which forms an integral part of this Report.

Key Managerial Personnel:-

There had been no change in the Key Managerial Personnel of the Company during the year under review.

10. Number of Meetings of the Board of Directors

The Board met six times during the financial year 2021-22, the details ofthe Board Meeting with regard to their dates and attendance of each director have been provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015..

11. Board Evaluation

â¢ Performance evaluation policy for Board, Committees ofthe Board and Directors were approved by the Board at its meeting and the same were placed on the Companyâs website www.fcsltd.com.

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

â¢ 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. ¹

2. Nomination and Remunaration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

Details of all the committees along with their composition, terms of reference and meetings held during the year are provided in the Report on Corporate Governance, as part of this Annual Report.

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

12. Board Committee

The Board has 4 (Four) Committees:-

1. Audit Committee

13. 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 is annexed and form part of Annual Report.

14. Directorsâ 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 31^st March 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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.

15. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2022 will be available on the Companyâs website at www.fcsltd.com.

16. Statement on Declaration under Section 149(6) of the Companies Act, 2013

All Independent Directors have registered their name in the Independent Directors data bank maintained by the Indian Institute of Corporate Affairs.

17. Particulars of Remuneration of Directors, Key Managerial Personnel and Employees

18. Policy on directorsâ appointment and remuneration and other details

The Company''s policy on directorsâ 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.

A Statement containing salient features of the financial statement of subsidiaries is provided in Form-AOC-1 as âAnnexure Aâ to this Director''s Report. In accordance with the third proviso of the Section 136(1) of the Companies Act, 2013, the Annual Report ofthe Company, containing therein its standalone and consolidated financial statements have been placed on the website ofthe Company, www.fcsltd.com

19. Particulars of Contract or Arrangement with Related Party

All transactions entered into by the Company with related parties during the financial year were in the Ordinary course of business and on an armâs lenth basis. The Company did not enter into any transactions with KMPâs other than payment of their remuneration. 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 âAnnexures-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 Companyâs website.

20. Particulars of Loan, Guarantees or Investments

21. Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under section 134(3)(m) ofthe Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in âAnnexure Câ which forms part of this Report.

22. Deposits

The Company has not accepted any deposits within the purview of provisions of Section 73 ofthe 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 during the year under review. Flence, the requirement of furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

23. Corporate Social Responsibity (CSR)

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 provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company during the period under review.

Annual Report on CSR pursuant to clause (o) of sub-Section (3) of Section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is Annexed as âAnnexure-Dâ ofthe Directorâs Report.

24. Subsidiaries, Joint Ventures and Associate Company as per Companies Act, 2013

As of 31^st March, 2022, Company has Three Wholly Owned Subsidiary Companies outside India, viz. F.C.S Software Middle East FZE in UAE, FCS Software Solutions GmbH, in Germany and FCS Software (Shanghai) Co. Ltd. in China, FCS has two Wholly Owned Subsidiary Companies in India i.e. Insync Business Solutions Limited and Stablesecure Infraservices Private Limited.

M/s. Enstaserv Eservices Limited is the associate company of FCS Software Solutions Limited.

25. Internal Financial Control

26. Ensuring Compliance of laws

The company has devised and set in place proper systems to ensure compliance of all laws applicable to the company.

27. Code of Conduct

28. Transfer to Investor Education and Protection fund

29. Policy on Sexual Harassment

During the financial year 2021-22 there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

30. 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 Regulation 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.

31. Corporate Governance Report

As stipulated by Regulation 34(3) read with Schedule V (c) of listing regulations, a Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company confirming compliance with the conditions of the Corporate Governance is forming part of this report.

Certificate confirming compliance of the conditions of Corporate Governance, is provided as âAnnexure Fâ to this Director''s Report.

32. 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.

33. Companyâs policy relating to directors appointment, payment or remuneration and discharge of their duties

34. Auditors Statutory Auditors

M/s. Aadit Sanyam & Associates, Chartered Accountant, is the existing statutory auditor of the Company were appointed at 24^th Annual General Meeting held on 28^th September, 2017 to hold the office till conclusion of our 29^th 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, 2022 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.

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. 2021-22. The Secretarial Audit Report of M/s. VS Associates, Practising Company Secretaries for the financial year ended 31st March, 2022, is annexed herewith as âAnnexure-Gâ.

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 2021-22.

35. Listing Fees

36. Secretarial Standards

37. Certificate of Non- Disqualification of Directors

The Board of Directors of the Company has appointed M/s. Vikas Gandhi & Associates, Practising Company Secretaries, to provide certificate of Non-disqualification from professional forthe F.Y. 2021-22. The certificate of Non- disqualification of directors of M/s. Vikas Gandhi & Associates, Practising Company Secretaries for the financial year ended 31^st March, 2022, is annexed herewith.

38. Annual Secretarial Compliance Report

The Annual Secretarial Compliance under Regulation 24(A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was done by Neeraj Arora & Associates, Practicing Company Secretary, forthe financial year ended March 31,2022.

39. Fraud Reporting

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Act to the Audit Committee or the Board of Directors during the Financial Year under review.

40. Disclosure of Employee Stock Option Scheme / Purchase Scheme

During the year under review, Company has not provided any employee stock option / purchase scheme.

41. Significant / Material orders passed by the Regulator/Courts/ Tribunal

During the year, there were no any significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operation in future.

42. Event based disclosures

1. Issue of sweat equity shares: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employeeâs stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision : NA

7. Preferential Allotment of Shares: NA

43. Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016 (IBC):

There is no application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

44. MD/CFO Certifications:

The Managing Director and CFO certification of the financial statements for the year 2021-22 is annexed in this Annual Report and a Declaration by the Chairman & Managing Director as required under para D of Schedule V of The SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 as an âAnnexure Iâ.

45. Acknowledgement

For and on behalf of the Board of Directors For FCS Software Solutions Limited

Sd/-

Place : Noida Dalip Kumar

Date : 07/07/2022 (Chairman & Managing Director)

Mar 31, 2018

Directorâs Report

(For the Year 2017-2018)

Dear Stakeholders,

THE Directors are pleased to present their 25th Director''s Report on business and operations, together with the Audited Statement of Accounts, for the financial year ended March 31, 2018.

				(Rs. in Lakhs)
	Standalone		Consolidated
	F.Y 2017-18	F.Y2016-17	F.Y 2017-18	F.Y 2016-17
Revenue from operation	2905.16	2225.52	3250.39	3660.14
OTHER INCOME	849.57	1021.42	835.56	1021.29
Total Income	3754.73	3246.94	4085.95	4681.44
Operating Expenditure	3205.64	2940.18	3557.83	4418.44
Depreciation and Amortization exps	104.23	390.69	6221.32	4692.15
Total Expenses	3309.87	3330.87	9779.15	9110.59
Profit before finance cost and tax	444.86	(83.93)	(5693.20)	(4429.16)
Finance Cost	37.62	65.60	37.78	66.67
Profit before tax	407.24	(149.53)	(5730.99)	(4495.82)
Tax expense	105.08	38.61	105.23	54.17
Profit for the year	302.16	188.15	(5836.22)	(4550.00)

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, 2018 have also been reinstated to comply with Ind AS.

Financial Review

For the financial year ended March 31, 2018, the Company reported a total Consolidated revenue income of Rs.4085.95 lakhs and Standalone revenue of Rs.3754.73 lakhs.

Changes in Share Capital.

During the year 2017-18, there is no change in the paid-up share capital of the Company.

Changes in the nature of business

During the year 2017-18, there was no change in the nature of business.

Material changes and Commitments

Transfer to Reserves

No amount is being transferred to reserves.

Dividend

The Board did not recommend any dividend for the financial year 2017-18.

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 was appointed as an Executive Director of the Company in the Annual General Meeting held on 24th September, 2017.

Mr. Sunil Sharma, Executive Director of the Company is proposed to be retired by rotation in the forthcoming annual general meeting and being eligible, offers himself 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.

Pursuant to the provisions of Section 149(7), Independent Directors have affirmed that they meet the criteria of Independence prescribed by Section 149(6).

Mr. Govinda Sahu, Whole Time Director of the Company was one among list of disqualified directors for the duration of 5 years. Therefore, he has vacated office from directorship due to disqualification w.e.f. 12th October, 2017.

Number of Meetings of the Board of Directors

The Board met eight times during the financial year 2017-18, 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 Obligations and Disclosure Requirements) 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 of 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 2017-18.

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 directorsâ 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 âAnnexure Aâ 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 âAnnexure-Bâ to this report. In compliance with Regulation 46(2)(g) of listing regulations policy on dealing with related party transactions as approved has been hosted on the Company''s website.

Conservation of energy, research and develop pment, 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 âAnnexure- Câ to this Board Report.

Subsidiaries and Consolidated Financial Statements

M/s. Enstaserv Eservices Limited and M/s Myzeal IT Solutions Private Limited are the associate companies of FCS Software Solutions Limited.

Particulars of Loan, Guarantees or Investments

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 employeeâs remuneration

During the year ended March 31, 2018, 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.

Directorsâ 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 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 assets, 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 2017-18.

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 (CSR) 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) Regulations, 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 Companyâs operation in future.

Policy on Sexual Harassment

FCS has a framework for employees to report sexual harassment cases at workplace and our process ensures complete anonymity and confidentiality of information and the company 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.

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 Regulation 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 Responsibility (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 does not qualify the norms specified under section 135 of Companies Act, 2013 to contribute towards CSR.

Annual Report on CSR is Annexed as âAnnexure-Dâ 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 âAnnexure-Eâ.

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 âAnnexure Fâ to this Director''s Report.

Consolidated Financial Statements

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

Order received from Stock Exchanges

The Company has received order from National Stock Exchange (NSE) dated 31st January, 2018 for revocation of actions envisaged by SEBI''s letter dated 7th August, 2017 i.e, name of our company in the list of 331 shell companies and put us in the stage VI of Graded Surveillance Measures (GSM) in which trading of the securities were permitted only on first Monday of the month. This order was made by the National Stock Exchange (NSE) after making various representations and personal hearing. The name of our Company from shell company was removed and trading was resumed with immediate effect after order.

Auditors

Statutory Auditors

M/s. Aadit Sanyam & Associates., Chartered Accountant, the existing statutory auditor of the Company were appointed at 24th Annual General Meeting held on 28th September, 2017 to hold the office till conclusion of 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, 2018 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.

Secretarial Auditor

The Board of Directors of the Company appointed M/s. VS Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the F.Y. 2017-18. The Secretarial Audit Report of M/s. VS Associates, Practicing Company Secretaries for the financial year ended 31st March, 2018, is annexed herewith as âAnnexure-Gâ.

Internal Auditor

The Board of Directors of the Company has appointed M/s. Mahajan Rajeev & Co., Chartered Accountants as an internal auditor of the Company for financial year 2017-18.

Listing Fees

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

Place: Noida sd/-

Date: 24/08/2018 Dalip Kumar

(Chairman & Managing Director)

Mar 31, 2016

(for the Year 2015-2016)

Dear Shareholders,

We are pleased to present Your Company''s Twenty Third Report on business and operations, together with the Audited Statement of Accounts, for the year ended March 31, 2016.

Financial Highlights

(Rs. in Lacs)

	Year ended March 31st
	2016	2015
Revenue from operation	4249.03	7,655.55
Operating profit (EBITDA)	(5729.62)	( 124.43)
Misc. Income	1088.90	632.80
Depreciation	4656.55	4848.16
Interest	504.42	84.21
Profit/(Loss) before Extra ordinary items	(4543.88)	(4,424.00)
Profit before tax (PBT)	(9801.70)	(4,424.22)
Tax Expenses	51.02	72.05
Profit after tax (PAT)	(9,852.71)	(4,496.28)

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 7of 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, 2016, the Company reported a total income of Rs.5337.92 lakhs.

Changes in the Capital Structure

There is no change in capital structure during the financial year.

Material changes and Commitments

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 2015-16.

Director and Key Managerial Personnel (KMP)

Mr. Rohit Pratap Singh, (DIN-023564084), Executive Director of the Company, who retires by rotation in terms of section 152(6) of the Companies Act, 2013, was Appointed as non Executive Director of the Company in Annual General Meeting held on 24th of September 2015.

Mr. Gagan Kaushik, Company Secretary (Key Managerial Personnel) resigned from the post of Company Secretary w.e.f 29^th January, 2016 and Ms. Harsha Sharma took over his position as Company Secretary (Key Managerial Personnel) w.e.f 29^th January, 2016.

Number of Meetings of the Board of Directors

The Board met seven times during the financial year 2015-16, the details of which are given in the Corporate Governance Report that forms a part of this Annual Report. The maximum interval between any two consecutive meetings did not exceed 120 days.

Board Evaluation

The Companies Act, 2013 state that a formal annual evaluation need to be made by the Board of its own performance and that of its Committee and individual directors. Listing Regulations 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.

Companyâs Policy on Directorsâ Appointment and Remuneration

In accordance with Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations, During the year, the Nomination and Remuneration Committee (NRC), recommend the Board for the appointment or re-appointment of directors, devise a policy on Board diversity and Recommend the Board for appointment of Key Managerial Personnel (âKMPâ as defined by the Act) and executive team members of the Company (as defined by this Committee). 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.

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 Listing Regulations 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 âAnnexure-Dâ 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 and six Subsidiary Company in India i.e. Enstaserv Eservices Limited, Innova e Services Private Limited, Heimdahl Software Systems Private Limited, Stable secure Infra services Private Limited, cGain Analytics Private Limited, and Zero Time Constructions Private Limited.

M/s. Readystate Infraservices Private Limited ceases to be associate company and M/s. Enstaserv Eservices Limited is now subsidiary company of FCS Software Solutions Limited which was earlier in the Promoter Group.

A Statement containing salient features of the financial statement of subsidiaries is provided in Form-AOC-1 as âAnnexure Aâ 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 âAnnexure Bâ 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, 2016, 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.

Directorsâ 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;

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.

Internal Financial Control

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. During the year Company transfered the balance of unpaid dividend account of Rs. 73,950 on 15^th October, 2015 in the IEPF Account.

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 Companyâs 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

The company has adopted a policy on prevention, prohibition and redressal for employees on sexual harassment at workplace.

During the financial year 2015-16 company has not received any complaints of sexual harassment.

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 the Listing Regulations with the Stock Exchanges.

Public Deposits

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, the Company qualify the norms specified under section 135 of Companies Act, 2013 to contribute towards CSR. But due to losses from three immediately preceding financial year, company is not required to spent any amount on CSR activities.

Secretarial Auditor

As per Companies Act 2013, Secretarial Audit by a practicing 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 M/s. Parul Jain & Associates, as Secretarial Auditor to undertake the Secretarial Audit of the Company. Secretarial Audit Report in the prescribed Form MR 3 is provided as âAnnexure Câ to this Directors'' Report.

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

The Company voluntarily adheres to the various Secretarial Standards issue by the Institute of Companies Secretaries of India.

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, are liable to 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 âAnnexure Eâ to Director''s 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

For and on behalf of the Board of Directors For

FCS Software Solutions Limited

Sd/-

Place : Noida Dalip Kumar

Date : August 26, 2016 Chairman & Managing Director

Mar 31, 2015

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

Mar 31, 2014

Dear Members,

The Directors are pleased to present the Report on our business and operations for the year ended March 31, 2014.

Financial Highlights

(Rs. in Lacs) Year ended March 31,

2014 2013

Gross Income 13,820.37 12,133.31

Profit/(Loss) before Depreciation, Interest & Tax (PBDIT) (1,692.92) 102.9

Misc. Income 4,604.90 5,397.46

Depreciation 3,968.90 3,772.45

Interest 88.38 106.01

Profit/(Loss) before Extra ordinary items (5,750.21) (3,771.7)

Profit before tax (PBT) (5,750.44) (3,775.65)

Profit after tax (PAT) (5,768.11) (3,736.07)

Appropriation:

Dividend recommended - Final Nil Nil

Tax on distributed profits 30.36 23.72

Transferred to General Reserve Nil Nil

Balance with General Reserve 3,257.89 3,257.89

Balance Brought Forward 5,243.38 11,011.44

Transferred to Balance Sheet (5,768.11) (3,736.07)

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 ensure true and fair financial statements of the Company.

Overview

For the financial year ended March 31, 2014, the Company reported a total income of Rs. 13,820.37 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 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 2013-14.

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.

Subsidiaries

FCS has three 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 and FCS Software Solutions GmbH, in Germany to cater to the needs of its clients in America, UAE and Germany 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 Company has recently incorporated a new Wholly Owned Subsidiary in China named FCS Software (Shanghai) Co., Ltd.

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 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, 2014, 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 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, 1956 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.

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(5) 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. 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 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 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975, and as such, no amount on account of principal or interest was outstanding as on the date of Balance Sheet.

Directors

In terms of the provisions of Sections 152(6) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Govinda Sahu (Director), retire at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

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.

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 25, 2014 Chairman & Managing Director

Mar 31, 2013

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

Appropriation:

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.

Overview

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.

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 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.

Subsidiaries

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 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, 1956 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.

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 outstanding.

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.

Infrastructure

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.

Directors

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.

Auditors

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.

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 29, 2013 Chairman & Managing Director

Mar 31, 2012

The are delighted to present the Report on our business and operations for the year ended March 31, 2012.

Financial Highlights

(Rs.in Lacs) Year ended March 31,

2012 2011

Gross Income 21,793.09 38,001.44

Profit/(Loss) before Depreciation, Interest & Tax (PBDIT) 3,768.73 5,187.01

Misc. Income Nil Nil

Depreciation 3,620.81 2,125.15

Interest 46.66 430.04

Profit/(Loss) before Extra ordinary items 101.82 3,290.68

Profit before tax (PBT) 101.82 3,290.68

Profit after tax (PAT) 157.01 3,149.61 Appropriation:

Dividend recommended - Final Nil Nil

Tax on distributed profits Nil Nil

Transferred to General Reserve Nil 329.46

Balance with General Reserve 3,225.77 3,225.77

Balance Brought Forward - 11,780.46

Transferred to Balance Sheet - 14,597.43

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, 2012, your Company reported a total income of Rs. 21,793.09 lacs. The Company recorded an operating profit of Rs. 3,768.73 lacs and a net profit of Rs. 157.01 Lacs for this financial year.

Dividend

In view of the current market conditions, your directors did not recommend any dividend for the financial year 2011-12.

Human Resources

At FCS People Strategy has played a critical role in assisting our business manage and overcome these challenging times. The new Return on Investment is on people investment. For FCS to remain competitive Human Resources will not only play a significant role in managing existing resources but also identifying right locations with the right people for expansion and growth. Our people have been at the forefront in terms of being pro-active with strong business fundamentals and driving organizational change across verticals. FCS has been steadily investing in innovation and it's vision is to make this a core competency. Talent management along with an innovative People Strategy is our top business priority. The FCS leadership initiative is an in house program wherein all employees have their skill levels measured and then gaps identified. Then they are inducted into this Leadership program and mentored to take on greater responsibilities. The attrition at FCS has been well below industry standards so retaining talent is not the issue so the focus is now on to adding new skills and value to the existing employees.

Our recruitment process maturity across the globe has given us the capability to hire the right talent for our projects not just in India but also in USA and Europe. Our clients leverage this proven expertise for staffing their projects.

Infrastructure

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. 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.

Corporate Governance

We are making best efforts to implement the norms, which are 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 North 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 two subsidiaries, FCS Software Solutions America Limited, incorporated in America and F.C.S Software Middle East FZE in UAE.

Social Programs

FCS recognizes that social programs are a part of the Society. FCS is growing due to the society surrounding it, and as such, FCS makes every effort to make the society grow. Right from the time of its formation, FCS 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.

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.

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. Shayam Sunder Sharma, retire at the ensuing Annual General Meeting and, being eligible, has offered himself for reappointment.

Statutory Auditors

The statutory auditors M/s SPMG & Company, Chartered Accountants, Delhi, retire at the ensuing Annual General Meeting, and being eligible, offers themselves 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, 2012, 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 have 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.

On behalf of the Board of Directors

For FCS Software Solutions Limited

Sd/-

Place : Noida Dalip Kumar

Date : July 30, 2012 Chairman & Managing Director

Mar 31, 2010

We are delighted to present the Report on our business and operations for the year ended March 31, 2010.

Financial Highlights

( Rs in Lacs)

Year ended March 31,

2010 2009

Gross Income 27105.83 19025.48

Profit/(Loss) before Depreciation,

Interest & Tax (PBDIT) 4414.98 4147.80

Misc. Income 171.00 78.76

Depreciation 1301.42 1496.06

Interest 89.65 103.19

Profit/(Loss) before Extra

ordinary items 3194.91 2627.30

Profit before tax (PBT) 3184.60 2626.97

Profit after tax (PAT) 3116.36 2505.21

Appropriation:

Dividend recommended - Final Nil 72.13

Tax on distributed profits Nil 12.25

Transferred to General Reserve 1000.00 375.00

Balance with General Reserve 2896.31 1896.31

Balance Brought Forward 9600.80 7292.86

Transferred to Balance Sheet 11780.46 9600.80

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, 2010, your Company reported a total income of Rs 27105.83 lacs. The Company recorded an operating profit of Rs 4414.98 lacs and a net profit of Rs 3116.36 lacs for this financial year.

Dividend

In view of requirement of funds for the expansion of Companys business, your directors do not recommend any dividend for the financial year 2009-10.

Increase in Paid-up Share Capital

During the Financial Year 2009-2010 and thereafter, till the date of preparation of this Annual Report, the paid up share capital of your Company increased from Rs 14,47,77,850/- to Rs 1,02,95,54,400/- as a result of the following Corporate Actions done by the Company:

Corporate Action Ratio No. of Shares Face Premium Increase in Issued Value Share Capital

In Rs) (In Rs) (In Rs)

Issue of Equity

Shares against

convertible preferential warrants NA 2,00,00,000 1/- 8.10/- 2,00,00,000/-

Issue of Global Depository

Receipts (GDR) in Dec, 2009 1:10 10,00,00,000 1/- 10.10/- 10,00,00,000/-

Issue of Bonus Shares in ratio of 1:1 1:1 26,47,76,550 NA NA 26,47,76,550/-

Issue of Global Depository

Receipts (GDR) in May, 2010 1:20 50,00,00,000 1/- 2.85 76,47,76,550/-

Total increase in share capital 88,47,76,550

During September, 2009, your Company had also announced a stock split in 1:10 benefitting its shareholders by providing maximum liquidity to the scrip of Company.

Human Resources

At FCS, we consider the people as our most important resource, and we understand that 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 FCSs flourishing business is that FCS is comprised of contented employees, where each employee recognizes that he/she contributes to FCSs success and feels that he/she is a part of the team. Our happy and loyal employees are 100% dedicated to our customers. FCSs 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 launched mobile application division for providing mobile application 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 increasing the gamut of services being provided 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 upto the best standards, the existing as well as new services introduced by the Company. The Company has started the operations of its fourth unit in India at Dehradun. Further, in order to strengthen its another segment of Banking, Financial Services and Insurance, the Company started its new global delivery center in Mumbai. For providing the faster and better services to its clients, the Company has added new International Development Center spread over 5,000 sq. feet at Noida Special Economic Zone to cater to growing global demand.

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, North East 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 FCSs 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 non profit 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, its 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 840 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 the 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 with 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. Shiv Nandan Sharma (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, 2010, no employee has drawn 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 polices 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 Companys 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

Noida Dalip Kumar

September 01, 2010 Chairman & Managing Director

Mar 31, 2009

We are delighted to present the Report on our business and operations for the year ended March 31, 2009.

Financial Highlights

(Rs. In Lacs)

Year ended March 31,

2009 2008

Gross Income 19,025.48 20,418.42

Profit/(Loss) before Depreciation, Interest & Tax (PBDIT) 4,147.81 4,147.63

Misc. Income 78.76 50.11

Depreciation 1,496.06 680.17

Interest 103.19 55.11

Profit/(Loss) before Extra ordinary items 2,627.30 3,462.47

Profit before tax (PBT) 2,626.97 3,507.49

Profit after tax (PAT) 2,505.21 3,241.03

Appropriation:

Dividend recommended - Final 72.13 158.69

Tax on distributed profits 12.25 26.96

Transferred to General Reserve 375.00 500.00

Balance with General Reserve 1,896.31 1,521.31

Balance Brought Forward 7,292.86 4,973.79

Transferred to Balance Sheet 9,600.80 7,292.86

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, 2009, your Company reported a gross income of Rs. 19,025.48 lacs. The company recorded an operating profit of Rs. 4,147.81 lacs and a net profit of Rs. 2,505.21 Lacs for this financial year.

Raising of Funds and proposed change in Authorised Share Capital and Paid-up Equity Share Capital

In order to explore the profitable avenues overseas and looking into the requirements for the long term financial resources, your Board of Directors proposed to create, offer, issue, and allot in one or more private or preferential offerings in one or more tranches by issue of any one or more kinds of shares/securities. The Board of Directors has, subject to the approval of the shareholders, approved Raising of Funds which would result in issue of further Share Capital and to facilitate this, Authorised Share Capital of the Company is proposed to increase to Rs. 40,00,00,000 (Forty Crores) consisting of 4,00,00,000 (Four Crore) Equity Shares of Rs.10/- each from Rs. 25,00,00,000 (Rupees Twenty five Crore) consisting of 2,50,00,000 (Two Crore Fifty Lacs) Equity Shares of Rs.10/- each.

Having regard to the anticipated growth of the Company in future, it is also proposed to reorganize the capital structure by sub-dividing each Rs. 10/- shares to Rs. 1/-shares so that small investors can participate in the growth process of the Company. In light of this your Board further proposed to change in the denomination of share by split of proposed Equity Share Capital of Rs. 40,00,00,000 (Forty Crores) divided into 4,00,00,000 (Four Crore ) Equity Shares of Rs. 10 (Rs. Ten only) each with Rs. 40,00,00,000 (Rupees Forty Crores) divided into 40,00,00,000 (Forty Crore ) Equity Shares of Rs. 1 (Rs. One only) each.

Dividend

Your directors recommended a final dividend of Rs.0.5 per share for your approval.

Increase in Share Capital

During the year, we issued 50,970 shares on the exercise of stock options under the 2005 Employee Stock Option Plans. Due to this, the outstanding issued, subscribed and paid- up equity share capital increased from 1,44,26,815 shares to 1,44,77,785 shares as on date.

Human Resources

We believe employees are the core of our success. Thousands of passionate, exceptional and unique individuals use their brilliance to revolutionize how the world engages with ideas and information in an environment that is fast -paced and always changing. Thats what likes to work at FCS. We ensure that our employees feel they are part of the company no matter what is their professional and personal background.

In the year under review, FCS continued to invest in recruitment, learning and development of its people despite short-term business pressures. The Company integrated over 200 professionals. The total number of Associates on March 31, 2009 was 993. More than 70% of all learning at FCS is delivered virtually. We have a carefully designed learning and development strategy to meet the entire life cycle of learning and development of our Associates, from entry-level personnel to senior leaders. The FCS vision is to make FCS one of the top ten organizations in the world in Building Global Associates, through effective learning and development.

The HR function has been restructured to align with the new business structure. This re-organization has created multiple opportunities for leadership growth and has empowered the next generation of leaders. A host of new leadership development programmes have been developed to equip the potential leaders to meet with business challenges. The training programs at the entry level as well as the continuous learning programs covering technology, domain and project management practices have been enhanced to ensure that the Company has the right competency in its workforce that can deliver to customers business needs and keep the Companys commitment of Experience certainty.

Infrastructure

During this year, your Company continued to create best-in-class infrastructure facilities to support its growth strategies and has added more then 300 seats, an increase of approximately 30% over the previous year. All of which is being created on the companys own infrastructure. The Company has extended its base in a Tier 2 city, i.e., Chandigarh and Dehradun. We have also developed additional seats in our Noida and Chandigarh centers. In Chandigarh center total capacity enhance up to 350 seats. During the current year, we will further develop the existing capacity in the SEZ campus of Noida by 200 seats. Your Company continuously focuses on upgrading its network & its sophisticated high-speed data, voice & other communicating network, to keep pace with contemporary global trends world. Your directors are happy to state that during the year under review, the Company has successfully undertaken technological upgrades in the wide area networking, security, & business continuity and collaboration tools.

Corporate Governance

We are continuing to implement every norm, which are promulgated by legislation, or any other 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.

Subsidiary

We have one subsidiary called FCS Software Solutions America Limited, incorporated in America to generate more comfort to US clients who are now looking to give us more work in their mission critical business application and feel more secure in doing legal contracts with a local entity in US.

Social Programs

Since inception FCS believes that corporations must reach out to the society and help by improving the quality of education and healthcare through various community development programs. FCS has a long history and a tradition of looking beyond business. It is this ethos which guides us to further strengthen our efforts in sustainability.

The company is deeply committed to sustainable means of conducting its operations and looking at Social Responsibilities. The mission of FCSs community involvement programs is "to positively impact the communities by building relationships, inspiring philanthropy, and promoting goodwill both inside and outside the company."

These Corporate Social Responsibility (CSR) activities are mainly carried out on the line of the following objectives:-

Ã FCS Foundation acts as an umbrella organization for small NGOs to provide them professional management, marketing and fund raising support,

Ã To develop after school sports program in villages,

Ã To facilitate volunteers from developed countries to come and share their expertise with our partner NGOs.

FCS Social arm plays an important role in creating a sound supporting in developing visibility, transparency and computerized accounts in all partner NGOs; facilitating networking and exchange of experiences among partners; channelizing diversified local development through strategies with all stake holders; funding identified projects with seed money as well as to bring fund raising opportunities. Foundation has signed and is in the process of signing MOUs with various NGOs on subjects of setting up a Career Development Centre (CDC) in Delhi-NCR region and providing vocational training to the underprivileged youth residing in the village/slum, providing employment opportunities to youth, spreading awareness on issues of water and environment in the region.

FCS Foundation has began another pioneering initiative in 2008-09, named iVolunteerhub which aims to initiate a volunteering revolution in India. Volunteer hub as an initiative for the development tries to portray itself in the society as a medium of change, which eventually offers contented volunteering experience for both volunteers and non-profit organizations.

Corporate Social Responsibility in FCS is maturing to the level where it encompasses a gamut of activities to sustain social transformation in nearby localities.

Fixed 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. Shayam Sunder Sharma (Independent Director), retire at the ensuing Annual General Meeting and, being eligible, have offered himself for reappointment.

Auditors

The statutory auditors M/s SPMG & Company, Chartered Accountants, Delhi, retire at this Annual General Meeting. 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, 2009, 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.

Employees Stock Option Scheme (ESOS)

Your Company had introduced a stock option scheme-the Employee Stock Option Scheme, 2005 ("ESOS 2005") for its employees and some of its Directors. The shareholders had given their approval, under ESOS 2005, to issue up to a maximum of 7,53,000 options convertible into an equal number of equity shares. Consequently, total options exercised by the eligible employees of the company are 16 out of which 50,970 shares were exercised in the year 2008-09. The Plan was effective for 3 years from the date of its adoption by the Board, making the scheme end this year.

The information required to be disclosed in terms of the provisions of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is enclosed as per Annexure B to this report.

Employees Stock Purchase Scheme (ESPS)

In the fiscal 2005, the company has also instituted another stock purchase scheme-the Employee Stock Purchase Scheme, 2005 ("ESPS 2005")-for its employees and some of its Directors. The shareholders had given their approval, under ESPS 2005, to issue up to a maximum of 1,10,000 number of equity shares. The same were granted and exercised by the eligible employees. None of the options are left in this scheme.

Management Discussion and Analysis

A Management Discussion and Analysis Report have 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. The applicable accounting standards had been followed along with proper explanation relating to material departures in the preparation of the annual accounts;

ii. The directors had selected such accounting polices 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. 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. The directors had prepared the annual accounts on a going concern basis.

Acknowledgements

Your Directors wish to convey their appreciation to all the Companys 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 places 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 and Development Commissioner of Special Economic Zones particularly of Noida and Chandigarh.

For and on behalf of the Board of Directors

Noida Dalip Kumar

August 11, 2009 Chairman & Managing Director

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