You are here » Home » Companies » Company Overview » R S Software (India) Ltd

R S Software (India) Ltd.

BSE: 517447 Sector: IT
NSE: RSSOFTWARE ISIN Code: INE165B01029
BSE 00:00 | 16 Aug 29.05 -0.45
(-1.53%)
OPEN

29.35

HIGH

29.70

LOW

29.00

NSE 00:00 | 16 Aug 29.05 -0.35
(-1.19%)
OPEN

29.95

HIGH

29.95

LOW

28.80

OPEN 29.35
PREVIOUS CLOSE 29.50
VOLUME 3668
52-Week high 51.90
52-Week low 22.00
P/E
Mkt Cap.(Rs cr) 75
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 29.35
CLOSE 29.50
VOLUME 3668
52-Week high 51.90
52-Week low 22.00
P/E
Mkt Cap.(Rs cr) 75
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

R S Software (India) Ltd. (RSSOFTWARE) - Director Report

Company director report

Dear Members

Your Directors have immense pleasure in presenting the Thirty FourthAnnual Report together with the Audited Statement of Accounts highlighting the businessoperations and financial results for the Financial Year ended March 312022.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THECOMPANY(STANDALONE AND CONSOLIDATED)

The summarized standalone and consolidated results of your Company andits subsidiaries are given in the table below: On the basis of standalone financialstatements the performance of the Company appears as follows:

(Rupees in Lacs)

Particulars 2021-22 2020-21
Total Revenue 3206.81 3715.09
Profit before Finance Charges Tax Depreciation/Amortization (PBITDA) (442.73) (1039.49)
Less: Finance Charges 0.05 27
Profit before Depreciation/Amortization (PBTDA) (442.68) (1066.49)
Less: Depreciation 318.67 380.91
Profit before Taxation (PBT) (761.35) (1447.40)
Profit/(Loss) after Taxation (PAT) from Continuing operation (1246.69) (1446.18)

On the basis of Consolidated Financial Statements the performance ofthe Company appears as follows: (Rupees in Lacs)

Particulars 2021-22 2020-21
Total Revenue 3231.43 3726.42
Profit before Finance charges Tax Depreciation/Amortization (PBITDA) (1628.12) (1607.17)
Less: Finance Charges 0.05 27.00
Profit before Depreciation/Amortization (PBTDA) (1628.07) (1634.17)
Less: Depreciation 420.12 483.28
Profit before Taxation (PBT) (1207.95) (2117.45)
Profit/(Loss) after Taxation (PAT) (1645.16) (1995.88)

2. STATE OF COMPANY'S AFFAIRS

The company continues to be on a sound financial foundation. The standalone performance continues to improve significantly with operating losses improving by awhopping 60% during the fiscal year 21-22.While the subsidiary Paypermint continues tocontribute towards the losses at consolidated level it may be noted that the losses hereare infact an investment translating in to an asset that has marketable value which issignificant. The company is committed to pursue cashflow focus strategy as the growthstrategy continues to get execute and the leadership team is focused on keeping a finebalance between the two.

• Margins analysis

The standalone net revenue for the financial year 2021-22 stood at Rs3206.81 Lacs as compared to the previous financial year which was Rs. 3715.09 Lacs. Thedominant part of the reduction in revenue is attributable to the Staff Aug Business of theCompany which is neither strategic to the core business and neither has it beencontributing to the margins. On a standalone basis the Company's Standalone profit/(loss)before tax stood at Rs. (761.35) Lacs in the financial year 2021-22 vis-a-vis Rs.(1447.40) Lacs in the previous year. The Margins of the company has improved with theemphasis on product lead revenue and Strategic cost management initiatives as reflect inthe financial results of the company.

The company's progress is slow but steady on transitioning its businessmodel to enhance its offerings from total services to include its suite of products andplatforms. This is where the company has invested significantly over the past 5 years. Theinvestments made have been written off as expenses in respective fiscal years and thevaluation today of these products and platform does not appear in the balance sheetstandalone or consolidated. The company is pursuing its growth strategy in paymentsmodernization which is all about digital payments and it's a multi-decade longopportunity.The covid-19 pandemic has accelerated the need for digital.

On a consolidated basis the Company's profit/ (loss) before tax stoodat Rs. (1207.95) Lacs in the financial year 2021-22 vis-avis Rs. (2117.45) Lacs in theprevious year operating loss reduced by almost half. The consolidated net revenue for thefinancial year 2021-22 decreased to Rs3231.43lacs as compared to the net consolidated netrevenue for the last financial year which was Rs. 3726.42Lacs. The dominant part of thereduction in revenue is attributable to the Staff Aug Business of the Company which isneither strategic to the core business and neither has t it been contributing to themargins.

• Reserves

The total standalone capital employed decreased from Rs. 6075.79 Lacsin 2020-21 to Rs. 4799.13 Lacs in 2021-22.

• Economic Scenario outlook and strategy

We are closer to a fully digital payment landscape than we've ever beenbefore online payments have been scaling steadily over the past 5 - 10 years and thenatural evolution of online payments to augmented payments is already happening before ourvery eyes. Towards the end of 2021 came a resurgence of interest in the metaverse openinga door on the subject to many more people. First Facebook rebranded to Meta and shiftedfocus from social media to a new platform— the meta universe (or metaverse forshort). Within a few weeks both Microsoft and Nvidia updated analysts on their ownmetaverse ambitions. And soon after The Economist magazine announced to its globalreadership that "something metaverse-shaped lying in the relatively near future is anidea worth taking seriously."

The metaverse represents a strategic inflection point for today'sfinancial institutions. Its arrival accentuates and accelerates three big trends that werealready in play. Financial institutions need to address these trends to enable futuresuccess - both within the metaverse itself and across the wider world of digital commerce.According to Mckinsey the metaverse is still being defined both literally andfiguratively. Yet its potential to unleash the next wave of digital disruption seemsincreasingly clear with real-life benefits already emerging for early adopting users andcompanies.

Payments are the lifeblood of today's global economy. Issuersnetworks payments processors and merchant acquirers are investing heavily to retooltheir payments systems capitalizing on several advances in technology to better alignwith customer preferences and sector-specific business requirements. In this article weexamine recent trends in payments technology modernization and four emergent technologiesthat are now—or about to—spark a wave of innovation. Disruption and innovationin payments technology of course is ongoing. Real-time payments already commonplace inmany geographies are gaining ground.

The first section of this annual report has details included on thevarious aspects of the payments industry which impact our company and are creating themedium to long term growth opportunities. We have also detailed our growth strategy as aresult of these opportunities.

The current market outlook and positioning of your Company has beencovered separately as a part of this Annual Report in various sections as an addendumalong with other analysis and discussion on performance

• COVID-19 pandemic

In view of COVID-19 Financial assistance has been received by thecompany from US government to help with the impact of the Covid-19 and strengthen thecompany's cashflows a business loan of = $1 Million was received at a nominal interestrate of 1% during FY21 -22 and now the company has received a waiver of $559432aggregating to Rs.408 Lacs during the year which has been reflected in the accounts of thecompany.

3. TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to the GeneralReserves. However it has transferred an amount of 29.97 lacs to the Inter BrachFluctuation Reserve and 109.96 lacs to the other items of other comprehensive incomeduring the period.

4. CHANGES IN SHARE CAPITAL

The Company's paid up equity share capital remained at Rs. 12 8541590.00 (Rupees Twelve Crore Eighty-Five Lacs Forty One thousand Five Hundred Ninetyonly) comprising of 2 57 08318 equity shares of Rs. 5/- each.

There was no change in the Company's paid up share capital during theyear under review and there was no Issue of sweat equity shares and equity shares withdifferential rights as to dividend voting or otherwise.

5. CHANGE IN NATURE OF BUSINESS IF ANY

During the year there was no change in the nature of business of theCompany and the Company continues to concentrate on its own business.

6. DIVIDEND

Due to absence of profit the Board of directors of the Company couldnot recommend any dividend for the Financial Year ended 2021-22.

7. DETAILS OF BOARD MEETING

During the Financial Year five Board Meetings were held throughVideoconferencing details of which are given below:

Date of the meeting No. of Directors attended the meeting
19.05.2021 6
09.08.2021 5
07.09.2021 5
08.11.2021 6
02.02.2022 6

The maximum time gap between any two consecutive meetings did notexceed 120 (One Hundred Twenty) days. In view of the Covid-19 pandemic all these Boardmeeting held in Video conferencing / other audio-visual mode as allowed under MCA circularNo. 20/2020 dated 13thJanuary 2021 and SEBI/HO/DDHS/DDHS/CIR/P/2021/21February 26 2021.

8. COMMITTEES OF THE BOARD

The Audit Committee has been constituted in line with the provisions ofSection 177 of the Companies Act 2013 read with Regulation 18 of SEBI ListingRegulations 2015. The details of composition of the Committees of the Board of Directorsare as under:-

a. Audit Committee

Sl. No. Name DIN Category
1. Mr. Rajasekar Ramaraj(Chairman) 00090279 Non- Executive & Independent Director
2. Mr. Shital Kumar Jain 00047474 Non Executive & Independent Director
3. Mr. Rajnit Rai Jain 00122942 Executive Director
4. Mr. Richard Nicholas Launder 03375772 Non- Executive & Independent Director

The Company Secretary of your Company acts as the Secretary to theAudit Committee. The terms of reference of the Audit Committee have been provided in theCorporate Governance Report forming part of this Report. During the Financial Year thecommittee had met Four times as on May 19th 2021 August 9th 2021November 8th 2021 and February2nd 2022.

Recommendation by audit committee:

There were no such instances where the recommendation of auditcommittee has not been accepted by the Board during the financial year under review.

Vigil Mechanism/Whistle blower Mechanism

Your Company is serious about its adherence to the Codes of Conduct andto achieve at par with the highest standards of ethical moral and legal conduct ofbusiness operations and henceforth encourage its employees to bring ethical and legalviolations they are aware of to an internal authority without fear of punishment or unfairtreatment so that action can be taken immediately to resolve the problem. A Vigil (WhistleBlower) Mechanism provides a channel to the employees and Directors to report to themanagement concerns about unethical behaviour actual or suspected fraud or violation ofthe Codes of Conduct or policy. The mechanism also provides for adequate safeguardsagainst victimization of Directors or employees or any other person to avail of themechanism and also provide for direct access to the Chairman of the Audit Committee. Thusminimization of organization's exposure to the damage that can occur when employeescircumvent internal mechanisms is the main objective which neither release employees fromtheir duty of confidentiality in the course of their work or can it be used as a routefor raising any malicious allegations against people in authority and / or colleagues ingeneral. Your company has given affirmation that no personnel have been denied access tothe Audit Committee.

Your Company has formulated a codified Whistle Blower Policyincorporating the provisions relating to Vigil Mechanism in terms of Section 177 of theCompanies Act 2013 and Regulation 22 of SEBI Listing Regulations 2015. Further nocomplaints were reported under the Vigil Mechanism during the year.

The Company's Whistle Blower Policy is available on the company'swebsite www.rssoftware.com and a link to the said policy has been provided elsewhere inthis Annual Report.

b. Nomination & Remuneration Committee

Sl. No. Members DIN Category
1. Mr. Richard Nicholas Launder (Chairman) 03375772 Non-Executive & Independent Director
2. Mr. Rajasekar Ramaraj 00090279 Non -Executive & Independent Director
3. Mr. Rajnit Rai Jain 00122942 Executive Director
4. Mr. Shital Kumar Jain 00047474 Non- Executive & Independent Director

The Board of Directors of your Company has constituted a Nomination andRemuneration Committeein accordance with the provisions of Section 178 of the CompaniesAct 2013 read with Regulation 19 of SEBI Listing Regulations 2015.The terms of referenceof the Committee has provided in the Corporate Governance Report forming part of thisReport. During the financial year the Committee met Four times as on May 19th2021 August 9th 2021 November 8th 2021 and February 2nd2022.

c. Stakeholders Relationship Committee

Sl. No. Members DIN Category
1. Mr. Shital Kumar Jain (Chairman) 00047474 Non -Executive & Independent Director
2. Mr. Rajnit Rai Jain 00122942 Executive Director
3. Mr. Rajasekhar Ramaraj 00090279 Non-Executive&Independent Director

The terms of reference of the Committee have been provided in theGovernance Report forming part of this Report. During the financial year the Committeemet Four times as on May 19th 2021 August 9th 2021 November 8th2021 and February 2nd 2022.

d. Corporate Social Responsibility Committee

Sl. No. Members DIN Category
1. Mr. Rajnit Rai Jain (Chairman) 00122942 Executive Director
2. Mr. Shital Kumar Jain 00047474 Non-Executive& Independent Director
3. Mr. Rajasekar Ramaraj 00090279 Non- Executive & Independent Director

Keeping in view the losses incurred during the year including previousyear(s) the provisions of spending money towards CSR expenditure under section 135 of theCompanies Act 2013 is not applicable to the company during the period therefore nomeetings were held during the financial year 2021-2022.

e. Executive committee

Sl. No. Members DIN Category
1. Mr. Rajnit Rai Jain (Chairman) 00122942 Executive Director
2. Mr. Shital Kumar Jain 00047474 Non-Executive & Independent Director
3. Mr. Rajasekar Ramaraj 00090279 Non-Executive & Independent Director
4. Mr. Richard Nicholas Launder 03375772 Non-Executive & Independent Director
5. Mr. Lakshmanan Narayan 01582059 Non-Executive & Independent Director

During the financial year the Committee met Four times as on May 18th2021 August 9th 2021 November 8th 2021 and February 2nd2022.

9. EMPLOYEE STOCK OPTION SCHEME ESOP Scheme

The Company's erlier ESOP Scheme 2019 has expired on 31 March 2022 andnone of the emplyess were awarded any options in the financial year 2021-22. Yourdirectors have recommended Shareholders approval in the ensuing Annual General Meeting forthe Company's new Employees Stock Option Scheme 2022 effective from 1st April 2022 for afurther period of 3 years. The Nomination and Remuneration Committee also designated asESOP Compensation Committee is empowered to formulate detailed terms and conditions ofthe Company's new ESOP Scheme 2022 administer and supervise the same. Further theNomination and Remuneration Committee is empowered to determine the eligible employees ofthe Subsidiary Companies as well whether existing or future from time to time within thevalidity period of the scheme for the entitlement ESOP Option grant.

Company's Employees Stock Option Scheme 2022 is in compliance withSecurities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)Regulations 2021. The disclosure required to be made under Regulation 14 of the saidRegulations is available on the Company's website at www.rssoftware.com

10. TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNTS TO IEPF

Pursuant to the provisions of Section 124 of the Act the dividendamounts which have remained unpaid or unclaimed for a period of seven years from the dateof declaration have been transferred by the Company to the Investor Education andProtection Fund ("IEPF") established by the Central Government pursuant toSection 125 of the Act. The details of unpaid / unclaimed dividend that will betransferred to IEPF in subsequent years are given in the Corporate Governance Report.Further according to the IEPF Authority (Accounting Audit Transfer and Refund) Rules2016 ("the IEPF Rules") the shares in respect of which the dividend has notbeen claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account created by the IEPF Authority. Accordingly the Companywill transfer the corresponding shares for which the unpaid and unclaimed dividend hasbeen transferred as per the requirements of the IEPF Rules. The details of such sharesare available on the website of the Company at https://www.rssoftware.com/ investors.

Further in accordance with guidelines the Company has appointed NodalOfficer for the purposes of verification of claims and coordination with InvestorEducation and Protection (IEPF) Authority and the requisite details are available on theCompany's website https://www.rssoftware.com/investors.

11. DISCLOSURE RELATING TO MATERIAL VARIATIONS

As per Regulation 32(1) of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 there are no such material variances in the Company.

12. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There are no material changes or commitments affecting the financialposition of the Company which have occurred between the end of the financial year and thedate of this Report.

13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS INFUTURE

There are no significant and material orders passed by any Regulators /Courts /Tribunals which impacts the going concern status of the Company or will have anybearing on Company's Operations in future.

14. RISK MANGEMENT POLICY

In terms of the requirement of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has takenadequate measures to mitigate various risk encountered. In the opinion of the Board thereis no such risk which may threaten the present existence of the Company. Your Company seea positive impact to our business as a result of COVID 19 impact. This is because thedemand for digital and contact less payment technologies is expected to be on theincrease. However since all risks emerging from the impact of COVID 19 are not known thecompany will continue to monitor the same closely.

15. INTERNAL CONTROL SYSTEMS

Your Company has adequate system of internal controls procedurescommensurate with its size and the nature of its business. The company has documented itspolicies controls and procedures covering all financial and operating functionsdesigned to provide a reasonable assurance with regard to reliability of financialreporting monitoring of operations protecting assets from unauthorized use or lossescompliances with regulations prevention and detection of fraudulent activities etc.

The internal control systems of the Company are monitored and evaluatedby the Internal Auditors. Your Company manages and monitors the various risks anduncertainties that can have adverse impact on the Company's business. Your Company isgiving major thrust in developing and strengthening its internal audit so that risk threatcan be mitigated.

The Audit Committee of the Board of Directors comprising ofIndependent Directors regularly reviews the audit plans significant audit findingsadequacy of internal controls compliance with accounting standards as well as reasons forchanges in accounting policies and practices if any.

The CEO and CFO certification as provided in the Annual Reportdiscusses the adequacy of the Company's Internal Control System and Audit.

16. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Pursuant to sub-section (3) of Section 129 of the Companies Act 2013read with Rule 5 of the Companies (Accounts) Rule 2014 the statement containing thesalient features of the financial statement and performance of a company's subsidiariesis given in AOC-I which forms a part of this Annual Report.

The Consolidated Financial Statements are prepared in line with Section129(3) of the Act read with the aforesaid Rules SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and in accordance with the Indian Accounting Standards("IND AS"). Consolidated Financial Statements and other applicable provisionsinclude financial information of its subsidiary companies.

Further pursuant to the provisions of Section 136 of the Act thefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited financial statements in respect of subsidiaries areavailable on the website of the Company www.rssoftware.com.

During the year there were no changes in the subsidiary company.Currently the company has two subsidiaries namely Responsive Solutions Inc. andPaypermint Private Limited. Further the Company has no Joint Venture and Associate duringthe financial year ended 31stMarch 2022.

17. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIESASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

A report on the performance and financial position of each of theSubsidiaries included in the consolidated financial statements prepared by your company asper Rule 8(1) of the Companies (Accounts) Rules 2014 forms part of the audited annualaccounts of each of the subsidiary companies which have been placed on the website of yourcompany https:// www.rssoftware.com/investors and also forms part of Form AOC-1 pursuantto Rule 5 of the Companies (Accounts) Rules 2014 which are set out as an Annexure- A tothe Directors' Report and forms a part of this Annual Report.

18. DEPOSITS

The Company has not accepted any kind of deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014.

19. AUDITORS Statutory Auditors

M/s Deoki Bijay & Co. Chartered Accountants (Registration No.313105E) retires as Auditor of your Company. M/s. Chaturvedi & Company (RegistrationNo. 302137E) are being appointed as the Auditors of the Company in place of the retiringAuditors to hold office from the conclusion of this 34th Annual General Meeting for a termof consecutive five years till conclusion of the 39th Annual General Meeting subject toapproval by the shareholders at ensuing Annual General Meeting.

The retiring Statutory M/s Deoki Bijay & Co. Chartered Accountants(Registration No. 313105E) has submitted an unqualified Audit Report for the financialyear 2021-22 and no frauds were detected by the Auditor during the financial year.

20. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company has appointed M/s. MR & Associates a firm of Company Secretaries inPractice to conduct the said Audit of the Company.

The Secretarial Auditors' Report in the prescribed format for theyear ended March 312022 is annexed to this Directors' Report as Annexure B and forms partof the Annual Report.

The remarks in the Secretarial Audit Report for the financial yearended March 312022 is self-explanatory. The Report of the Secretarial Audit is annexedherewith as "Annexure B" to the Directors Report.

The Secretarial Auditor's certificate on the implementation ofshare-based schemes in accordance with SEBI (Share Based Employee Benefits and SweatEquity) Regulations 2021 will be made available at the AGM electronically.

21. COST RECORDS AND AUDIT

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

22. EXTRACT OF THE ANNUAL RETURN

In accordance with the Companies Act 2013 the annual return in theprescribed format can be accessed at https://www. rssoftware.com/investors#.

23. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report in terms of Regulation34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 havebeen covered in the first section of the Annual Report.

24. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Disclosure pertaining to remuneration and other details as requiredunder Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in theAnnual Report as "Annexure C".

The Statement containing particulars of employees as required undersection 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is available forinspection in terms of Section 136 of the Act any member interested may write to theCompany Secretary and the same will be furnished on request.

25. CORPORATE SOCIAL RESPONSIBILITY

The concept of Corporate Social Responsibility has gained prominencefrom all avenues. Organizations have realized that Government alone will not be able toget success in its endeavour to uplift the downtrodden of Society. With the rapidlychanging corporate environment more functional autonomy operational freedom etc. ourcompany has adopted CSR as a strategic tool for sustainable growth. Pursuant to Section135 of the Companies Act 2013 read with Schedule VII and Companies (Corporate SocialResponsibility Policy) Rules 2014 the Board of Directors of the Company has in place aCorporate Social Responsibility (CSR) Policy. The CSR policy is uploaded on Company'swebsite i.e. on https://www. rssoftware.com/investors. However due to loss in the lastthree financial years the company is not required to spend money for CSR activity.Therefore the Report on CSR Activities/ Initiatives along with other relevant disclosuresis not applicable to the company since no CSR activity took place during the financialyear 2021-2022.

26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The particulars as prescribed under sub-section (3)(m) of the Section134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 are givenwhich forms a part of the Annual Report and attached as "Annexure D".

27. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rajnit RaiJain Managing Director of the company who is liable toretire by rotation and offers himself for reappointment based on the recommendation ofNomination and Remuneration Committee subject to the approval of the members at theensuing Annual General Meeting.

Your Company has received declaration from each of the IndependentDirectors under Section 149(7) of the Companies Act 2013 and Regulation 25(8) of SEBIListing Regulations 2015 that they meets the criteria of independence laid down inSection 149(6) of the Companies Act 2013 and Regulation 16 of SEBI Listing Regulations2015 and that they are not aware of any circumstance or situation which exist or may bereasonably anticipated that could impair or impact his/ her ability to discharge theirduties with an objective independent judgment and without any external influence. All thedeclarations were placed before the Board.

In terms of SEBI Listing Regulations 2015 your Company identified thelist of core skills/expertise/competencies as is required in the context of your Company'sBusiness(es) and Sector(s) for it to function effectively and those which are actuallyavailable with the Board and mapped such skills to the Individual Directors of yourCompany. Details of such skills/expertise/competencies as identified were reviewed by theNomination and Remuneration Committee and the Board of Directors and are furnished in theCorporate Governance Report and forms part of this Annual Report.

During the year change in designation of Mr. Laxmanan Narayan tookplace. He was regularised as a Director of the company w.e.f. 10th August2021.

The brief resume / details relating to Director who is proposed to bere-appointed are furnished in the Notice of the ensuing AGM. The Board of Directors ofyour Company recommends his reappointment in the Board.

The following directors/executives of your Company are whole-time KeyManagerial Personnel (KMPs) as on March 31 2022 in accordance with the provisions ofSection 203 of the Companies Act 2013

Mr. Rajnit Rai Jain - Chairman & Managing Director

Mr. Vijendra Surana - Chief Financial Officer and Company Secretary.

28. REMUNERATION POLICY

Remuneration policy of the RS Software (India) Ltd comprising membersof the Board of Directors ("Board") Key Managerial Personnel ("KMP")and the Senior Management Personnel (SMP or "LT") of the Company.

The objective of the remuneration policy is to enable the Company toattract motivate and retain qualified industry professionals for the Board of Managementand other executive level in order to achieve the Company strategic goals. Theremuneration policy acknowledges the internal and external context as well as the businessneeds and long-term strategy. The policy is designed to encourage behaviour that isfocused on long-term value creation while adopting the highest standards of goodcorporate governance. The Company's Remuneration Policy is available on the company'swebsite https://www.rssoftware.com/investors.

29. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have beendisclosed in the notes of the Financial Statements for the year ended 31st March 2022 andform a part of this Annual Report.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andon an arm's length basis and are in compliance with the applicable provisions of theCompanies Act 2013 and SEBI Listing Regulations 2015.

There are no materially significant related party transactions made bythe Company with Promoters Directors or Key Managerial Personnel etc. which may havepotential conflict with the interest of the Company at large. Hence no disclosure in FormAOC-2 is required. All related party transactions are presented to the Audit Committee andthe Board for approval.

The Related Party Transaction Policy has been devised by your companyfor determining the materiality of transactions with related parties and dealings withthem and the same is hosted on the website of the Company at https://www.rssoftware.com/investors and a link to the said policy has been provided elsewhere in thisAnnual Report.

31. ANNUAL EVALUATION OF BOARD'S PERFORMANCE

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 an Annual Performanceevaluation is to be made by the Board of its own performance and that of the Committeesand individual Directors. The exercise was carried out covering various aspects of theBoards functioning such as composition of the Board & committees qualificationexperience & competencies performance of specific duties & obligationsgovernance issues etc. Separate exercise was carried out to evaluate the performance ofNon-Independent Directors.

The performance of Independent Directors has been evaluated based onthe guidelines as provided under Schedule IV of the Act. In terms of SEBI ListingRegulations 2015 the company has identified the list of coreskills/expertise/competencies as is required in the context of company's business andsector for it to function effectively and those which are actually available with theBoard.

The evaluation of the Independent Directors was carried out by theentire Board except by the Director being evaluated. The directors were satisfied with theevaluation results which reflected the overall engagement of the Board and its Committeeswith the Company.

32. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)

In terms of Regulation 25(7) of SEBI Listing Regulations 2015 yourCompany endeavours to familiarize the Independent Directors (IDs) about your Companyincluding nature of industry in which your Company operates business model of yourCompany roles rights and responsibilities of IDs and any other relevant information.

In addition to the above the Board of Directors are continuouslyencouraged to participate in various external training sessions to ensure that the Boardmembers are kept up to date. The details are uploaded on the website of the companywww.rssoftware.com.

33. PREVENTION OF INSIDER TRADING

The Company has adopted / re-framed the Code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information and Code ofConduct to Regulate Monitor and Report Trading by Designated Persons and ImmediateRelatives of Designated Persons In terms of Regulation 8 and 9 of SEBI (Prohibition ofInsider Trading) Regulations 2015 as amended from time to time (the"Regulations").

The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmedcompliance with the applicable Code during the financial year.

34. CORPORATE GOVERNANCE

The Corporate Governance which form an integral part of this Report as"Annexure E" together with the Certificate from the auditors of the Companyregarding compliance with the requirements of Corporate Governance as stipulated inRegulation 34(3) read with Schedule V of the SEBI Listing Regulations 2015.

35. POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT

Your Company is committed to provide and promote safe healthy andcongenial atmosphere irrespective of gender caste creed or social class of theemployees. Your company has complied with provisions relating to the constitution ofInternal Complaints Committee and has put in place a "Policy on Prevention of SexualHarassment" as per The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. There were no cases filed / disposed of underprevention of sexual harassment.

36. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) of the Companies Act 2013your Board of Directors confirms that:

(i) In the preparation of the annual accounts for the financial yearended 31st March 2022 the applicable accounting standards had been followedalong with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of thecompany at the end of thefinancial year and of the profit and loss of the company for that period;

(iii) They havetaken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts for the financial yearended 31st March 2022 on a going concern basis;

(v) They have laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively;

(vi) They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

37. INSOLVENCY AND BANKRUPTCY CODE 2016

There were no applications made or any proceeding pending under theInsolvency and Bankruptcy Code 2016 during the year.

38. ONE TIME SETTLEMENT

There were no one time settlement made during the year therefore thedisclosures of the details of difference between amount of the valuation done at the timeof one time settlement and the valuation done while taking loan from the Banks orFinancial Institutions is not applicable.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with all applicable provisions of theSecretarial Standards issued by The Institute of Company Secretaries of India (ICSI) onBoard Meetings and General Meetings under section 118(10) of the act.

40. ACKNOWLEDGEMENTS

Your Directors' place on record their deep appreciation of thecontinued assistance and co-operation extended to the Company by its customers investorsbankers Government agencies and its dedicated group of employees. Above all the Boardexpresses a deep sense of gratitude to the Members of the Company who have reposed faithin their Board and the Management.

Registered Office: For and on behalf of the Board of Directors
234/3A A.J.C. Bose Road Sd/-
Kolkata - 700 020 Rajnit Rai Jain
Place: New Delhi CHAIRMAN AND MANAGING DIRECTOR
Date:22.04.2022 (DIN: 00122942)

.