Dear Stakeholders
The Board of Directors is pleased to present the thirtieth (30^)
Directors 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 ‘Act) 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.
| Particulars |
|
Standalone |
Consolidated |
|
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Year ended March 31, 2023 |
Year ended March 31, 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 |
409.27 |
389.42 |
360.67 |
376.70 |
| Share of Profit / (Loss) of |
NA |
NA |
0.41 |
(0.32) |
| Associates |
|
|
|
|
| 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 Companys
affairs
During the financial year 2022-23, Companys 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 Companys state of affairs and
performance is included in the "Management
Discussion & Analysis Report" which forms part of this
Directors 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 31st 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:-
• 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.
• 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.
• 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:-
• 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.
• 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.
• 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.
• 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 Boards 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 ("SEBI Listing
Regulations"). 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
Companys 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 atwasthen noted
and discussed by the Nomination and Remuneration Committee and the Board in their
respective meetings.
• 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. 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, 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 Companys 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 directors appointment and remuneration and other
details
The Companys 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 companys interest in subsidiaries
as required under Section 129 of the Companies Act, 2013, forms part of this annual
report.
A Statement containing salient features of the financial statement of
subsidiaries is provided in Form- AOC-1 as "Annexure A" to this
Directors 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 arms
lenth basis. The Company did not enter into any transactions with KMPs 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 "Annexures-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 Companys 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 "Annexure C" 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 "Annexure -D" to this
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 "Annexure E".
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 "Annexure-F".
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)
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 conditions to comply CSR is not applicable to
the Company. Hence the provisions is not applicable.
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 Companys 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 Companys 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 "Annexure G" to this Directors 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. Companys 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 29th Annual General Meeting held on
03/08/2022 to hold the office till conclusion of our 34th 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, 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 "Annexure-H".
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 ‘Meetings of the Board of Directors and Secretarial
Standard - 2 (SS-2) on ‘General Meeting 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
Companys operation in future.
43. Investor Services:-
To improve investor services, your Company has taken following
initiatives:-
• An investor relation section on website of Company fwww.fcsltd.com)
• Email-id (investors@fcsltd.com) 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 employees 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 Companys 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.
|
For and on behalf of the Board of Directors |
|
For FCS Software Solutions Limited |
|
Sd /- |
| Place : Noida |
Dalip Kumar |
| Date : 29th August, 2023 |
(Chairman & Managing Director) |
+91-9892691696
