FCS Software Solutions Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on July 11, 2008, inter alia, to consider allotment of Warrants Convertible into equity shares Rs 10/- each at the premium rate of Rs 81/- to the proposed allottees on preferential basis as recommended by the share holders of the Company during their EGM held on June 19, 2008.
FCS Software Solutions Ltd has informed BSE that the Board of Directors of the Company at its meeting held on June 23, 2008, inter alia, has recommended dividend at the rate of 25% for the year ended March 31, 2008 on the Equity Share Capital of the Company, subject to approvals of Shareholders in the ensuing Annual General Meeting.
FCS Software Solutions Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on June 19, 2008, inter alia, to consider and take on record the Audited Annual Finance Results of the company for the year ended March 31, 2008 and the Board may also consider to recommend final Dividend if any for the said financial year.
FCS Software Solutions Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 29, 2008, inter alia, has deferred the decision on the issue of equity share warrants / equity linked instruments on preferential basis, chairman of the meeting after discussing the matter with the directors present, stated that the Board may consider this matter in the next meeting.
FCS Software Solutions Ltd has informed BSE that in the limited review report of the Company for the quarter ended December 31, 2007, the Auditors of the Company have made the following observations:
“1. Work in Process:
The value of work in process as on the date of Balance Sheet has been considered as valued and certified by the Management.
2. Foreign Currency Transactions:
In case of sale made to clients outside India, income is accounted on the basis of the exchange rate as on the date of transaction. Adjustments are made for any variations in the sale proceeds on conversion into Indian currency upon actual receipt. Expenditure in foreign currency is accounted at the conversion rate prevalent when such expenditure is incurred. Where realizations, are deposited into, and disbursements made out of, a foreign currency Bank account, all transactions during the month are reported at a rate which approximates the actual monthly rate.
In the case of current assets and current liabilities expressed in foreign currency, the exchange rate prevalent at the end of the year is taken for the purposes of transaction, Fixed assets purchased at overseas offices are accounted on the basis of actual cost incurred at the exchange rate prevalent at the time of purchase. Depreciation is charged as per Company policy. Exchange differences are arising on foreign currency transactions are recognized as income or expenses in the year in which they arise. In the case of forward contracts, the difference between the forward rate and the exchange rate on the date of the transaction is recognized as Income or expenses over the life of the contracts.
3. Income Tax:
Provision is made for income tax on a quarterly basis, under the tax-payable method, based on the tax liability as computed after taking credit for allowances and exemptions as the case may be.
4. Foreign Branch :
The Company has its branch at USA. All revenue and expenses transactions are during the period reported at average rate. The assets and liabilities both monetary and non-monetary are translated at the rate prevailing on the balance sheet date. All resulting exchange differences are accumulated in a foreign currency transaction reserve. However the Balance sheet of USA branch as on December 31, 2007 has been considered and accounted as certified by the management.”
FCS Software Solutions Ltd has informed BSE that the Board of Directors of the Company at its meeting held on March 18, 2008, has considered and approved the allotment of 1,57,730 equity shares under Employees Stock Option Scheme 2005.
In view of current market condition proposed allottees of preferential allotment have shown their unwillingness for subscription of 25,00,000 Convertible Warrants of the Company which was taken on record by the Board.
FCS Software Solutions Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on March 18, 2008, to consider the allotment of Equity Shares under Employees Stock Option Scheme - 2005 and inter alia, may also consider and approve the allotment of Convertible Warrants under Preferential Allotment at a price of Rs 150/- per warrant as per SEBI (DIP) Guidelines, 2000.
FCS Software Solutions Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on January 30, 2008, inter alia, have accorded the following:
1. (a). Amendment in the existing Article No. 5 of Articles of Association of the Company by insertion of new Clause 5(C) and 5(D) after the existing Clause No.5 (B).
(b). Amendment in the existing Article No. 17 of the Articles of Association by insertion of new Clause 17(A) after the existing Clause No. 17.
(c). Amendment in the existing Article No. 125 of the Articles of Association by insertion of new clause 125(C) after the existing clause 125 (B).
2. Authority to the Board to create, issue / offer and allot 20,00,000 Convertible Warrants on preferential placement basis through offer letter and / or circular and / or information memorandum and / or private placement memorandum and / or such other documents / writings, in such form, manner and upon such terms and conditions as may be determined by the Board in its absolute discretion, provided that the aggregate number of resultant equity shares of the Company to be issued against such warrants shall not exceed 20,00,000 fully paid up equity shares of the face value of Rs 10/- each at a premium of Rs 140/- against the Convertible Warrant of Rs 150/- each being not less then the price calculated in accordance with the subsisting SEBI (DIP) Guidelines in this behalf, aggregating to Rs 300/- Million and which can be convertible into equity shares with in a period not exceeding eighteen months (18 months) from the date of allotment of convertible Warrants in accordance with SEBI (DIP) Guidelines to the following allottees as detailed herein below:
- Name of the Allotee: Innova e-Services Pvt Ltd.
- Category: Non-Promoter
- No. of Warrants to be allotted: 20,00,000
3. Authority to the Board to create, issue / offer and allot 5,00,000 Convertible Warrants on preferential placement basis through offer letter and / or circular and / or information memorandum and / or private placement memorandum and / or such other documents / writings, in such form, manner and upon such terms and conditions as may be determined by the Board in its absolute discretion, provided that the aggregate number of resultant equity shares of the Company to be issued against such warrants shall not exceed 5,00,000 (Five Lacs) fully paid up equity shares of the face value of Rs 10/- each at a premium of Rs 140/- against the Convertible Warrant of Rs 150/- each being not less then the price calculated in accordance with the subsisting SEBI (DIP) Guidelines in this behalf, aggregating to Rs 75/- Million and which can be convertible into equity shares with in a period not exceeding eighteen months (18 months) from the date of allotment of convertible Warrants in accordance with SEBI (DIP) Guidelines to the following allottees as detailed herein below:
Name of the Allotee:
1. M/s. Maud Estates Pvt. Ltd (Non-Promoter)
- No of Warrants to be allotted - 4,00,000
2. Mr. Uday Punj (Non-Promoter)
- No. of Warrants to be allotted - 1,00,000
4. Authority to the Board to borrow any sum or sums of money (including non fund based facilities) from time to time at their discretion, for the purpose of the business of the Company, from any one or more Banks, Financial Institutions and other persons, firms, bodies corporate, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business) may, at any time, exceed upto a sum of Rs 500 crore (Rupees Five Hundred Crore) over and above the aggregate of the then paid up capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose) and that the Board of Directors be and is hereby empowered and authorised to arrange or fix the terms and conditions of all such monies to be borrowed from time to time as to interest, repayment, security or otherwise as they may, in their absolute discretion, think fit, subject to necessary provisions & approvals.
5. Authority to the Board to issue, offer and allot in domestic / international offerings any securities including Foreign Currency Convertible Bonds convertible into equity shares / preference shares, / Global Depository Receipts (GDRs) and / or American Depository Receipts (ADRs) / through QIP mode and / or any instruments representing convertible securities such as convertible bonds, convertible debentures convertible into equity shares / preference shares and or any instruments representing convertible securities such as convertible bonds, convertible debentures which can be converted into / exchanges with equity shares at a later date (’Securities’) for an aggregate sum of US $ 25 million or equivalent in Indian and / or any other currency(ies) (inclusive of such premium, as may be permitted by the Ministry of Finance / such other authorities directly to Indian / Foreign / Resident / Non resident investors (whether institutions, incorporated bodies, mutual funds Trusts / Foreign Institutional Investors / Banks and / or individuals, or otherwise and whether or not such investors are members, associates, of the Company), such issue and allotment shall be made at such time or times in one or more tranche or tranches, at par or at such price or prices, or at a discount or premium to market price or prices in such manner and on such terms and conditions as may be decided and deemed appropriate by the Board at the time of such issue or allotment considering the prevailing market conditions and other relevant factors, wherever necessary in consultation with the Lead Managers, Underwriters, Advisors or through the subsidiaries, in any markets as may be deemed fit by the Board , in consultation to the Lead Managers , Underwriters , Advisors or other intermediaries , so as to enable the Company to get securities listed at any stock exchanges in India and / or Luxembourg / Singapore / Hong Kong / London / NASDAQ / New York Stock Exchanges and / or any of the Overseas Stock Exchanges, subject to necessary provisions & approvals.