fcs software solutions ltd - national stock exchange of india · pdf filense code - nse market...

Stakeholders’ Education | Corporate Governance Research | Corporate Governance Score | Proxy Advisory

STAKEHOLDERS EMPOWERMENT SERVICES

1 | P A G E

SECTOR: IT-SOFTWARE REPORTING DATE: 31ST MAY, 2016

FCS Software Solutions Ltd. www.fcsltd.com

FCS Software Solutions Ltd 31st May, 2016 TABLE 1 - MARKET DATA (STANDALONE) (As on 31st May, 2016)

NSE Code - FCSSOFT NSE Market Price (₹) 0.30 NSE Market Cap. (₹ Cr.) 53.11

Sector - IT - Software Face Value (₹) 1.00 Equity (₹ Cr.) 165.96

52-week High/Low (₹) 0.60/0.20 Net worth (₹ Cr.) 585.19

Business Group - Indian Private TTM P/E 32.00 Traded Volume (Shares) 1,78,174

Year of Incorporation - 1993 TTM P/BV 0.00 Traded Volume (lacs) 0.53

Source - Capitaline

Corporate Office: COMPANY BACKGROUND

205, 2nd Floor, Agrawal Chamber

IV, FCS Software Solutions Ltd is a leading provider of IT services. The Company is engaged in

marketing and providing information technology (IT) and information technology enabled

services (ITeS) in the United States. The Company have a huge offshore center in India

that caters to a global clientele. The Company has two wholly owned subsidiaries, namely

FCS Software Solutions America Ltd. and FCS Software Middle East FZE. FCS Software

Solutions Ltd was incorporated on 5th May, 1993 as a private limited company with the

name Fateh Computer Services Pvt Ltd. In the year 1994, the company acquired a plot at

Noida for building their first delivery center. In April 2010, the company entered into

agreement with Dewas Udyog, a wholly owned unit of MP State Industries Corp Ltd for

work together on mutually exclusive basis for the identified projects. In June 2010, the

Company secured a three-year contract in Middle East. The three-year contract includes

data center consolidation, commissioning/ decommissioning managed services, space

optimization, energy management, network optimization, capacity planning, 24/7

monitoring, latency management, patch, anti-virus, backups, archiving and disaster

recovery management as its scope of work. In July 2010, the company launched mobile

applications division with ₹ 200 million planned investment for providing mobile

application services. In July 2010, the company inaugurated the international

development center which is spread over 25,000 sq. feet in the Noida Special Economic

Zone to cater to growing global demand.

27, Veer Sawarker Blok Vikas Road,

Delhi - 110092

Company Website:

www.fcsltd.com

TABLE 2 - PRICE PERFORMANCE

30th May,

2016

29th May,

2015

30th May,

2014

% Change CAGR for 2

years 2016 vs 2015 2015 vs 2014

Price (₹) 0.35 0.30 0.45 16.67% -33.33% -11.81%

Trading Volume (Shares)

(yearly avg.) 5,57,631 4,86,763 5,38,218 14.56% -9.56% -

NSE Market Cap. (in ₹ Cr.) 58.09 49.79 74.68 16.67% -33.33% -11.80%

Source - Money Control

http://www.fcsltd.com/




2 | P A G E



TABLE 3 - FINANCIALS

(₹ Cr.) 2015 2014 2013 % Change CAGR for 2

years 2015 vs 2014 2014 vs 2013

Net Worth 585.19 581.63 542.36 0.61% 7.24% 3.87%

Current Assets 112.11 99.90 106.22 12.22% -5.95% 2.74%

Non-Current Assets 489.00 496.30 465.78 -1.47% 6.55% 2.46%

Total Assets 601.10 596.20 571.99 0.82% 4.23% 2.51%

Investments 497.71 468.72 451.92 6.18% 3.72% 4.94%

Finance Cost 0.84 0.88 1.06 -4.55% -16.98% -10.98%

Long Term Liabilities 0.63 0.59 0.52 6.78% 13.46% 10.07%

Current Liabilities 11.78 13.98 19.11 -15.74% -26.84% -21.49%

Turnover 54.85 83.08 57.46 -33.98% 44.59% -2.30%

Profit After Tax (PAT - ₹ Cr.) 0.86 -3.82 0.69 N.A. -6.54% 0.12%

EPS (₹) 0.01 -0.02 0.01 N.A. -3.00% -

Source - Money Control/Annual Report

AUDIT QUALIFICATIONS

Audit Qualifications in last 3 years: The Auditors have not made any qualification in their Reports for FY 2013, FY 2014 and

2015. However, the Auditors have mentioned in their report for FY 2014-15 in other matters that they did not audit the

financial statements of four subsidiaries, whose financial statements reflect total assets of ₹ 250.23 crores as at 31st March,

2015, total revenues of ₹ 16.83 crores and net cash flows amounting to ₹ 3.11 crores for the year ended on that date as

considered in the consolidated financial statements. These financial statements have been audited by other auditors whose

reports have been furnished to them by the management and their opinion on the consolidated financial statements, in so far

as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of sub-sections (3)

and (11) of Section 143 of the Act, insofar as it relates to the aforesaid subsidiaries, is based solely on the reports of the other

auditors.

Response Comment

Frequency of Qualifications - The Auditors have not made any qualification.

Have the auditors made any adverse

remark in last 3 years? -

The Auditors have not made any adverse remark in last 3

years.

Are the material accounts audited by the

Principal Auditors? Yes -

Do the financial statements include

material unaudited financial statements? No -

TABLE 4: BOARD PROFILE (As on 31st March, 2015)

Regulatory Norms Response

% of Independent Directors on the Board 50% 50%

% of Promoter Directors on the Board - 17%

Number of Women Directors on the Board At least 1 1

Classification of Chairman of the Board - Executive Promoter Director

Is the post of Chairman and MD/CEO held by the same person? - Yes

Average attendance of Directors in the Board meetings (%) - 72.22%

Source - Money Control/Annual Report

Composition of Board: As per Regulation 17(i)(b) of the Listing Regulations, 2015, the Company should have at least 50%

Independent Directors as the Company has executive promoter director the Chairman of the Board. The Board as on 31st March,

2015 consists of 50 % of Independent Directors and hence, it meets the regulatory requirements.

Board Diversity: The Company has 6 directors out of which 5 are male and 1 is female.


http://www.sebi.gov.in/cms/sebi_data/attachdocs/1397734478112.pdf



3 | P A G E



Holding of position of MD/ CEO & Chairman by same person: The Company has appointed Mr. Dalip Kumar as the Chairman

and Managing Director of the Company. Appointment of a single person as the Chairman and Managing Director of the

Company is not a good governance practice as it may lead to concentration of power in a single person.

TABLE 5 - FINANCIAL RATIOS

Ratios 2015 2014 2013 % Change

2015 vs 2014 2014 vs 2013

Turn

ove

r

Rat

ios

Inventory Turnover - 29.05 15.40 - 88.57%

Debtors Turnover 6.51 3.39 2.67 92.03% 26.96%

Fixed asset Turnover 0.11 0.17 0.12 -32.99% 35.70%

Current Asset Turnover 0.49 0.83 0.54 -41.17% 53.73%

Ret

urn

Rat

ios

Operating Profit Margin 2.41% -4.68% 0.37% N.A. -1381.15%

Net Profit Margin 1.57% -4.60% 1.20% N.A. -482.90%

Return on Assets (ROA) 0.14% -0.64% 0.12% N.A. -631.14%

Return on Equity (ROE) 0.15% -0.66% 0.13% N.A. -616.24%

Return on Capital Employed (ROCE) 1.26% N.A. 0.90% N.A. N.A.

Liq

uid

ity

Rat

ios

Current Ratio 9.52 7.15 5.56 33.18% 28.56%

Quick Ratio 9.52 6.94 5.36 37.11% 29.43%

Cash Ratio 8.80 5.19 4.24 69.67% 22.44%

Working Capital Turnover ratio 0.55 0.97 0.66 -43.46% 46.59%

Solv

ency

Rat

ios Debt to equity ratio 0.01 0.01 0.03 -28.87% -48.92%

Interest Coverage Ratio 2.57 N.A. 1.20 N.A. N.A.

Trad

ing

Rat

ios

Market Cap / Sales 1.12 0.74 1.07 51.47% -30.84%

Market Cap/ Net Worth 0.10 0.11 0.11 -0.61% -6.75%

Market Cap/PAT 71.41 N.A. 89.00 N.A. N.A.

Market Cap/EBITDA 9.86 150.66 13.62 -93.46% 1,006.31%

Trading Volume (shares)

(avg. of 1 year) 5,54,765 5,14,019 5,12,851 7.93% 0.23%


(high in 1 year) 61,08,780 29,37,347 78,45,739 107.97% -62.56%


(low in 1 year) 35,744 81,587 11,160 -56.19% 631.07%

Ratio - High/low trading volume 170.90 36.00 703.02 374.70% -94.88%

Ratio - High/average trading volume 11.01 5.71 15.30 92.69% -62.65%

Source - Money Control




4 | P A G E



TABLE 6 (A): OWNERSHIP & MANAGEMENT RISKS

Dec' 2015 Dec' 2014 Dec' 2013 Comments

Shar

eho

ldin

g

Promoter shareholding 20.24% 20.24% 14.76% The Company alloted 40 Crore Equity Shares of ₹

1/- each ranking pari-passu in lieu of 40

Convertible Warrants allotted on Preferential

Basis to the Promoter and non-promoter group

on 26th February, 2014. The promoter

shareholding increased from 14.76% in Dec' 2013

to 20.24% in Dec' 2015 due to allotment of 15.00

crore shares on conversion of warrants. The

shareholding of public institution decreased by

0.02% from Dec' 2013 to Dec' 2015 and that of

public others decreased from 85.19% in Dec'2013

to 79.73% in Dec' 2015. The promoters have not

pledged any shares

Public - Institutional shareholding

0.03% 0.03% 0.05%

Public - Others shareholding

79.73% 79.73% 85.19%

Non Promoter Non Public Shareholding

0.00% 0.00% 0.00%

TABLE 6 (B): OWNERSHIP & MANAGEMENT RISKS

Market Activity of Promoters No

Preferential issue to promoters Yes, preferential issue of warrants was made to the promoter’s shareholders

Preferential issue to others Yes, preferential issue of shares was also made to non-promoter shareholders

GDRs issued by the Company The Company did not issue any GDRs during last three years. The Company has issued GDR in FY 2009-10.

Issue of ESOPs/Issue of shares other than Preferential allotment

None

Source - Annual Report




5 | P A G E



Glossary

Equity: The equity shares capital of the Company

Net Worth: The amount by which the Assets exceeds the liabilities excluding shareholders’ funds of the Company

Turnover: The revenue earned from the operations of the Company

EPS: Earning Per Share is net profit earned by the Company per share

𝐸𝑃𝑆 =Profit After Tax

Number of outstanding shares

P/E ratio: It is the ratio of the Company’s share price to earnings per share of the Company

𝑃/𝐸 𝑟𝑎𝑡𝑖𝑜 =Price of each share

Earnings per share

Current Assets: Cash and other assets that are expected to be converted to cash in one year

Fixed Assets: assets which are purchased for long-term use and are not likely to be converted quickly into cash, such as land,

buildings, and equipment

Total Assets: Current Assets + Fixed Assets

Investments: An investment is an asset or item that is purchased with the hope that it will generate income or appreciate in the

future.

Finance Cost: The Financing Cost (FC), also known as the Cost of Finances (COF), is the cost and interest and other charges

incurred during the year in relation to borrowed money.

Long Term Liabilities: Long-term liabilities are liabilities with a maturity period of over one year.

Current Liabilities: A company's debts or obligations that are due within one year.

Inventory Turnover ratio: Inventory Turnover is a ratio showing how many times a company's inventory is sold and replaced over

a period.

𝐼𝑛𝑣𝑒𝑛𝑡𝑜𝑟𝑦 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =Sales Turnover

Inventory

Debtors Turnover: Accounts receivable turnover is an efficiency ratio or activity ratio that measures how many times a business

can turn its accounts receivable into cash during a period

𝐷𝑒𝑏𝑡𝑜𝑟𝑠 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =Sales Turnover

Accounts recievables

Fixed Asset Turnover: The fixed-asset turnover ratio is a financial ratio of net sales to fixed assets

𝐹𝑖𝑥𝑒𝑑 𝐴𝑠𝑠𝑒𝑡 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =Sales Turnover

Fixed Assets

Current Asset Turnover: The current-asset turnover ratio is a financial ratio of net sales to fixed assets

𝐶𝑢𝑟𝑟𝑒𝑛𝑡 𝐴𝑠𝑠𝑒𝑡 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =Sales Turnover

Current Assets




6 | P A G E



Operating Profit Margin: Operating margin is a measurement of what proportion of a Company’s revenue is left over after

paying for variable costs of production such as wages, raw materials etc. It can be calculated by dividing a Company’s operating

income (also known as “operating profit”) during a given period by its sales during the same period.

𝑂𝑝𝑒𝑟𝑎𝑡𝑖𝑛𝑔 𝑃𝑟𝑜𝑓𝑖𝑡 𝑀𝑎𝑟𝑔𝑖𝑛 =Operating profit

Sales Turnover

Net Profit Margin: Net profit margin is the percentage of revenue left after all expenses have been deducted from sales

𝑁𝑒𝑡 𝑃𝑟𝑜𝑓𝑖𝑡 𝑀𝑎𝑟𝑔𝑖𝑛 =Net profit

Sales Turnover

Return on Assets: ROA tells you what earnings were generated from invested capital (assets)

𝑅𝑒𝑡𝑢𝑟𝑛 𝑜𝑛 𝐴𝑠𝑠𝑒𝑡𝑠 =Net profit

Total Assets

Return on equity/net worth: return on equity (ROE) is the amount of net income returned as a percentage of shareholders’

equity.

𝑅𝑒𝑡𝑢𝑟𝑛 𝑜𝑛 𝐸𝑞𝑢𝑖𝑡𝑦 =Net profit

Net worth

Return on Capital Employed: Return on capital employed (ROCE) is a financial ratio that measures a company's profitability

and the efficiency with which its capital is employed.

𝑅𝑒𝑡𝑢𝑟𝑛 𝑜𝑛 𝐶𝑎𝑝𝑖𝑡𝑎𝑙 𝐸𝑚𝑝𝑙𝑜𝑦𝑒𝑑 =Net profit

Total Debt + Equity share capital

Current ratio: The current ratio is a financial ratio that measures whether or not a firm has enough resources to pay its debts

over the next 12 months. It compares a firm's current assets to its current liabilities.

𝐶𝑢𝑟𝑟𝑒𝑛𝑡 𝑟𝑎𝑡𝑖𝑜 =Current Assets

Current Liabilities

Quick ratio: The quick ratio is a measure of how well a Company can meet its short term financial liabilities.

𝑄𝑢𝑖𝑐𝑘 𝑟𝑎𝑡𝑖𝑜 =Current Assets − Inventories

Current Liabilities

Cash ratio: The ratio of the liquid assets of a Company to its current liabilities.

𝑄𝑢𝑖𝑐𝑘 𝑟𝑎𝑡𝑖𝑜 =Current Assets − Inventories − Account Recievables

Current Liabilities

Working Capital Turnover ratio: The working capital turnover ratio is also referred to as net sales to working capital. It indicates a

Company's effectiveness in using its working capital.

𝑊𝑜𝑟𝑘𝑖𝑛𝑔 𝐶𝑎𝑝𝑖𝑡𝑎𝑙 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =𝑆𝑎𝑙𝑒𝑠 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟

Current Assets − Current Liabilities

Debt to Equity ratio: The debt-to-equity ratio (D/E) is a financial ratio indicating the relative proportion of

shareholders' equity and debt used to finance a company's assets.

𝐷𝑒𝑏𝑡 𝑡𝑜 𝐸𝑞𝑢𝑖𝑡𝑦 𝑟𝑎𝑡𝑖𝑜 =𝑆ℎ𝑜𝑟𝑡 𝑇𝑒𝑟𝑚 𝐷𝑒𝑏𝑡 + 𝐿𝑜𝑛𝑔 𝑇𝑒𝑟𝑚 𝐷𝑒𝑏𝑡

𝑁𝑒𝑡 𝑊𝑜𝑟𝑡ℎ

Interest Coverage ratio: The Interest coverage ratio is a debt ratio and profitability ratio used to determine how easily a

Company can pay interest on outstanding debt.

𝐼𝑛𝑡𝑒𝑟𝑒𝑠𝑡 𝐶𝑜𝑣𝑒𝑟𝑎𝑔𝑒 𝑅𝑎𝑡𝑖𝑜 =𝐸𝑎𝑟𝑛𝑖𝑛𝑔 𝐵𝑒𝑓𝑜𝑟𝑒 𝐼𝑛𝑡𝑒𝑟𝑒𝑠𝑡 𝑎𝑛𝑑 𝑇𝑎𝑥

𝐹𝑖𝑛𝑎𝑛𝑐𝑒 𝐶𝑜𝑠𝑡


http://www.investopedia.com/terms/i/invested-capital.asp

http://www.investopedia.com/articles/stocks/05/04405.asp



7 | P A G E



Market Cap/Sales ratio: Market Cap/sales ratio, Price–sales ratio, P/S ratio, or PSR, is a valuation metric for stocks. It is calculated

by dividing the company's market cap by the revenue in the most recent year; or, equivalently, divide the per-share stock price by

the per-share revenue.

𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝑆𝑎𝑙𝑒𝑠 𝑟𝑎𝑡𝑖𝑜 =𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝

𝑆𝑎𝑙𝑒𝑠 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟

Market Cap/ Net Worth ratio: It is a valuation ratio calculated by dividing Company’s market cap to net worth.

𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝑁𝑒𝑡𝑤𝑜𝑟𝑡ℎ 𝑟𝑎𝑡𝑖𝑜 =𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝

𝑁𝑒𝑡𝑤𝑜𝑟𝑡ℎ

Market Cap/ PAT ratio: It is a valuation ratio calculated by dividing Company’s market cap to net profit.

𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝑃𝐴𝑇 𝑟𝑎𝑡𝑖𝑜 =𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝

𝑛𝑒𝑡 𝑝𝑟𝑜𝑓𝑖𝑡

Market Cap/ EBITDA ratio: It is a valuation ratio calculated by dividing Company’s market cap to EBITDA.

𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝐸𝐵𝐼𝑇𝐷𝐴 𝑟𝑎𝑡𝑖𝑜 =𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝

𝐸𝐵𝐼𝑇𝐷𝐴

Trading Volume (shares) (avg. of 1 year): Average number of shares/day traded in 1 year

Trading volume (shares) (high in 1 year): Highest number of shares/day traded in 1 year

Trading volume (shares) (minimum in 1 year): Lowest number of shares traded on any one day in 1 year


https://en.wikipedia.org/wiki/Stock

https://en.wikipedia.org/wiki/Market_cap

https://en.wikipedia.org/wiki/Stock



8 | P A G E



DISCLAIMER

Sources Company Information

Only publicly available data has been used while making the factsheet. Our

data sources include: BSE, NSE, SEBI, Capitaline, Moneycontrol, Businessweek,

Reuters, Annual Reports, IPO Documents and Company Website.

Analyst Certification

The analysts involved in development of this factsheet certify that no part of

any of the research analyst’s compensation was, is, or will be directly or

indirectly related to the contents of this factsheet.

Disclaimer

While SES has made every effort and has exercised due skill, care and diligence in compiling this factsheet based on publicly available information, it neither guarantees its accuracy, completeness or usefulness, nor assumes any liability whatsoever for any consequence from its use. This factsheet does not have any approval, express or implied, from any authority, nor is it required to have such approval. The users are strongly advised to exercise due diligence while using this factsheet.

This factsheet in no manner constitutes an offer, solicitation or advice to buy or sell securities, nor solicits votes or proxies on behalf of any party. SES, which is a not-for-profit Initiative or its staff, has no financial interest in the companies covered in this factsheet except what is disclosed on its website. The factsheet is released in India and SES has ensured that it is in accordance with Indian laws. Person resident outside India shall ensure that laws in their country are not violated while using this factsheet; SES shall not be responsible for any such violation.

All disputes subject to jurisdiction of High Court of Bombay, Mumbai.

SEBI Reg. No. INH000000016

This factsheet or any portion hereof may not

be reprinted, sold, reproduced or

redistributed without the written consent of

Stakeholders Empowerment Services

Contact Information

Stakeholders Empowerment Services

A 202, Muktangan,

Upper Govind Nagar,

Malad East,

Mumbai – 400 097

Tel +91 22 4022 0322

[email protected]

[email protected]

www.sesgovernance.com.

Research Analyst: Sumit Tank


mailto:[email protected]

mailto:[email protected]

http://www.sesgovernance.com/