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R Systems International Ltd.

BSE: 532735 Sector: IT
NSE: RSYSTEMS ISIN Code: INE411H01032
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VOLUME 9090
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P/E 20.45
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OPEN 36.00
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VOLUME 9090
52-Week high 52.60
52-Week low 24.20
P/E 20.45
Mkt Cap.(Rs cr) 474
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

R Systems International Ltd. (RSYSTEMS) - Director Report

Company director report

Dear Shareholders

Your directors take great pleasure in presenting the Twenty Fourth Annual Report on thebusiness and operations of R Systems International Limited ("R Systems" or the"Company") together with the audited statements of accounts for the year endedDecember 312017.

1. Financial Results

a. Standalone financial results of R Systems

(Rs. in Millions)

 

Particulars

Financial Year ended

31.12.2017 31.12.2016
Total Income 2771.26 2755.44
Profit before depreciation exceptional items and tax 430.58 636.71
Less : Depreciation and amortisation expense 73.74 69.30
Add : Exceptional items * - 46.35
Profit before tax 356.84 613.76
Less : Current tax 127.34 224.95
Less: MAT credit entitlement - (15.13)
Less : Deferred tax credit (9.33) (8.20)
Profit after tax 238.83 412.14
Surplus in the statement of profit and loss Balance as per last financial statements 1197.94 785.80
Add: Profit for the current year 238.83 412.14
Net surplus in statement of profit and loss 1436.77 1197.94

* Refer Note No. 22 of standalone financial statements.

b. Consolidated financial results of R Systems and its Subsidiaries

(Rs. in Millions)

Particulars

Financial Year ended

31.12.2017 31.12.2016
Total Income 6078.85 6009.44
Profit before depreciation exceptional items and tax 496.18 825.64
Less : Depreciation and amortisation expense 119.67 115.12
Add : Exceptional items* - 46.35
Profit before tax 376.51 756.87
Less : Current tax 143.82 244.03
Less: MAT credit entitlement - (15.13)
Less : Deferred tax credit (12.12) (8.91)
Profit after tax 244.81 536.88
Surplus in the statement of profit and loss Balance as per last financial statements 1559.50 1022.62
Add: Profit for the current year 244.81 536.88
Net surplus in statement of profit and loss 1804.31 1559.50

* Refer Note No. 23 of consolidated financial statements.

2. Results of Operations Standalone Accounts

• Total income during the year 2017 was Rs. 2771.26 mn. as compared to Rs.2755.44 mn. during the year 2016.

• Profit after tax was Rs. 238.83 mn. during the year 2017 as compared to Rs.412.14 mn. during the year 2016.

• Basic earnings per share (of face value of Re. 1/- each) was Rs. 1.93 for theyear 2017 as compared to Rs. 3.26 for the year 2016.

Consolidated Accounts

• Consolidated total income during the year 2017 was Rs. 6078.85 mn. as comparedto Rs. 6009.44 mn. during the year 2016.

• Profit after tax was Rs. 244.81 mn. during the year 2017 as compared to Rs.536.88 mn. during the year 2016.

• Basic earnings per share (of face value of Re. 1/- each) was Rs. 1.98 for theyear 2017 as compared to Rs. 4.24 for the year 2016.

The state of affairs of the Company is presented as part of Management Discussion andAnalysis Report forming part of this report.

3. Appropriations and Reserves Dividend

The Board of Directors (the "Board") has not recommended any dividend for thefinancial year ended December 31 2017.

Transfer to Reserves

In order to augment resources your directors do not propose to transfer any amount toreserves.

4. Business

R Systems is a leading provider of product engineering services business processoutsource services and solutions through its subsidiaries ECnet and IBIZ. R Systemsdiversified offering includes:

IPLM Services Group

R Systems defines its product engineering business as Integrated Product Life CycleManagement (iPLM) services where R Systems help ISV and enterprise customers to acceleratethe speed to market for their products and services with a high degree of time and costpredictability by using our proprietary pSuite framework and global delivery model.

Under iPLM Services R Systems delivers services and solutions in the area ofInformation Technology and Knowledge Services. The IT services cover product developmentsystems integration and support and maintenance. Under the Knowledge Services we covertechnical support customer care analytics service back office services businessprocess transformation and revenue and claims management.

R Systems competitive advantage in iPLM Services is further enhanced by its industryspecific domain expertise global delivery capabilities multi-language supportcapabilities industry best quality and security certification and agile developmentmethodologies supported by R Systems' proprietary pSuite framework. Further R SystemsiPLM Services have been aligned with latest digital technologies i.e. analyticsartificial intelligence cloud mobility IoT robotics etc. as enabler for digitaltransformation.

Solution offerings

ECnet Supply Chain provide solutions for holistic management of the complex interactionbetween an organisation and its trading partners. The integrated solution aims to reduceall supply chain costs through improved collaboration and optimisation. The solutions arerobust and scalable and give measurable ROI to clients that meet the clients' strategicbusiness goals.

ECnet also operates as Infor Gold-certified channel partner for reselling andimplementing several enterprise solutions including enterprise resource planningwarehouse management corporate performance management business intelligence etc. Itmainly serves small to medium-sized businesses in the manufacturing and distributionindustries. These products present an opportunity to cross and up sell these solutionssince these are adjunct to ECnet's own product offerings. Further ECnet has alsopartnered with JDA to offer category management solution suite to retail customers.

IBIZ is a Microsoft Gold Channel Partner and is specialized in deploying Microsoftbusiness management solution suites including enterprise resource planning customerrelationship management point of sales mobility business intelligence and portals. IBIZaddresses industry vertical like retail manufacturing and supply chain.

R Systems focused on key verticals i.e. Telecom Media & Entertainment Banking& Finance Healthcare & Life Sciences Technology Retail & E-commerce andManufacturing & Logistics. Telecom and Digital Media is the largest industry verticalwhich contributes 26 percent of the total consolidated revenue for the year ended December31 2017.

Further with the deep expertise in the key vertical like Telecom Media &Entertainment Banking & Finance Healthcare & Life Sciences Technology Retail& E-commerce and Manufacturing & Logistics. R Systems have horizontally embraceddigital technologies like analytics artificial intelligence cloud mobility IoTrobotics etc. to further strengthen its product engineering capabilities.

R Systems rapidly growing customer list includes a variety of Fortune 1000 governmentand mid-sized organizations across a wide range of industry verticals and has servedtwenty one million dollar plus customer during the year 2017.

Customers and Delivery Centres

R Systems rapidly growing customer list includes a variety of Fortune 1000 governmentand mid-sized organizations across a wide range of industry verticals including TelecomMedia & Entertainment Banking & Finance independent Software Vendors Healthcare& Life Sciences Technology Retail & E-commerce and Manufacturing &Logistics. R Systems maintains fifteen development and service centres to serve customersin USA Europe and the Far East. There were no changes in the nature of the Company'sbusiness and generally in the classes of business in which the Company has an interest andin the business carried on by the subsidiaries during the year under review. For detailsof Company's subsidiaries please refer note number 13 relating to subsidiaries. During theyear under review the Company has commenced its operation in its SEZ unit located atGreater Noida West (NCR).

5. Quality

R Systems has continuously invested in processes people training informationsystems quality standards frameworks tools and methodologies to mitigate the risksassociated with execution of projects. Adoption of quality models and practices such asthe Capability Maturity Model Integration (CMMI) and Six Sigma practices for processeshave ensured that risks are identified and mitigated at various levels in the planning andexecution process. R Systems journey on various quality standards/models is as follows:

During the year 2017 the IT Division of the Company has been appraised for CMMI Level5 (Version 1.3) and also certified with new ISO 9001:2015 standard (formal certificate isyet to be received).

In addition for BPO division R System has got SOC2 Type 2 Reporting (SSAE-16) for oneof the major healthcare clients. HIPAA also has been implemented and tested with zeronon-compliance in one of the major clients in Healthcare Domain. The BPO division hasmigrated their QMS into ISO 9001:2015 version from the existing ISO 9001:2008 version.Apart from that R Systems IT Infrastructure along with the projects/process/applicationsin scope has got PCI DSS Certification on latest version V3.2.

As of the date of this report Noida IT center is CMMI level 5(Ver.1.3) PCMM Level 5ISO 9001: 2015 ISO 27001: 2013 certified. Noida BPO center is PCMM Level 5 ISO 9001:2008 ISO 27001: 2013 certified and also for specific client(s) it is SOC2 Type 2(SSAE-16) HIPAA compliant and PCI-DSS (ver.3.1) certified for (IT Infrastructure alongwith the projects/process/applications in scope) SSAE-16.

To maintain and strengthen competitive strengths R Systems continues to makeinvestments in its unique and proprietary jsdfte with best practices tools andmethodologies for flawless execution and consistent delivery of high quality software.

The pSuite framework offers services along the entire software lifecycle that includestechnology consulting architecture design and development professional servicestesting maintenance customer care and technical support. R Systems expects that itstechnology focus investment in processes talent and methodologies will enable it todistinguish itself from competition as it seeks to provide services to technology /productcompanies.

6. Directors & Key Managerial Personnels (KMP)

During the year under review the following changes took place in the office ofdirectors of the Company.

As per approval of shareholders accorded in the Annual General Meeting of the Companyheld on May 15 2017 Mr. Kapil Dhameja and Mr. Aditya Wadhwa were appointed asindependent Directors of the Company for a period of five years commencing from June 292016.

Mr. Avirag Jain was appointed as an Additional Director and subject to Shareholder'sapproval he was also appointed as a Whole-time Director (Designated as Director &Chief Technology Officer) for a period of three years commencing from August 03 2017.

Subsequent to the year ended December 31 2017 Mr. Ashish Thakur has resigned from thepost of Company Secretary & Compliance Officer w.e.f. February 10 2018. The Boardplaced on record its appreciation for the contribution made by him during his tenure.TheBoard of Directors of the Company has appointed Mr. Bhasker Dubey as Company Secretary& Compliance Officer of the Company w.e.f. February 10 2018.

Details of the Directors proposed to be appointed / re-appointed at the ensuing AnnualGeneral Meeting are as follows:

At the ensuing Annual General Meeting Lt. Gen. Baldev Singh (Retd.) President &Senior Executive Director of the Company is liable to retire by rotation in accordancewith the provisions of Section 152 of the Companies Act 2013 read with the Articles ofAssociation of the Company and being eligible offers himself for re-appointment asdirector of the Company.

On the recommendation of the Nomination & Remuneration Committee of the CompanyLt. Gen Baldev Singh (Retd.) has been reappointed as President and Senior ExecutiveDirector of the Company for a period of three years i.e. w.e.f. April 01 2018 to March31 2021 subject to the approval of the Central Government if required and theshareholders at the ensuing Annual General Meeting of the Company.

Further at the meeting of Board of Directors held on August 03 2017 Mr. Avirag Jainhas been appointed as Additional Director and also Whole-time Director (Designated asDirector & Chief Technology Officer) of the Company for a period of three years w.e.f.August 03 2017 subject to the approval of the Central Government if applicable and theshareholders at the ensuing Annual General Meeting of the Company.

The brief profile of the aforesaid directors proposed to be appointed/re-appointedforms part of the Corporate Governance Report.

None of the directors of the Company is disqualified as per the provisions of Section164(2) of the Companies Act 2013. The directors of R Systems have made necessarydisclosures as required under various provisions of the Companies Act 2013 andSecurities and Exchange Board of india (Listing Obligations and Disclosure Requirements)Regulations 2015 (Hereinafter referred as "Listing Regulations").

As required under Section 149 of the Companies Act 2013 and Listing Regulations allthe Independent Directors of the Company have submitted declarations that they meet thecriteria of independence as laid down therein.

7. Employees Stock option Plans / Schemes

The industry in which R Systems operates is people intensive and R Systems believesthat human resources play a pivotal role in the sustainability and growth of the Company.R Systems has always believed in rewarding its employees with competitive compensationpackages for their dedication hard work loyalty and contribution towards betterperformance of the Company. To enable more and more employees to be a part of thefinancial success of the Company retain them for future growth and attract new employeesto pursue growth R Systems has set up employees stock option plans / schemes from time totime for its employees and for the employees of its subsidiaries. As on the date of thisreport the stock option plans of R Systems are as follows:

• R Systems international Ltd. Employees Stock Option Plan Year 2001 (Formerlyknown as Indus Software Employees Stock Option Plan - Year 2001): Initially formulated forthe employees of indus Software Private Limited which got amalgamated with R Systems andthe plan continued as per the scheme of amalgamation approved by the Hon'ble High Courtsof Delhi and Mumbai. As on the date of this report no stock options are in force underthis plan. •

• R Systems international Limited Employee Stock Option Scheme 2007: For theemployees of R Systems and its subsidiaries.

Details relating to options approved granted vested exercised lapsed in force etc.under the prevailing employees stock option plans / schemes during the year ended December312017 are as follows:

Particulars R Systems International Ltd. Employees Stock option Plan - Year 2001 R Systems International Limited employee Stock option Scheme 2007
(a)# (b)##
a. Total number of shares covered under the plan/scheme 738980 6500000
b. Pricing Formula As approved under the "Scheme of Amalgamation" of indus Software Private Limited with the Company by the Hon'ble High Courts of Delhi and Mumbai. Rs. 12.07 per option for 6350000 options i.e. latest available closing price prior to the date of the meeting of the Board of Directors / Compensation Committee in which options were granted on the stock exchange. Rs. 12.07 per option for 150000 options as approved by the Compensation Committee.
c. Options Outstanding at the beginning of the year Nil 195280
d. Options granted during the year Nil Nil
e. Options vested during the year Nil Nil
f. Options exercised during the year Nil 82500
g. The total number of shares arising as a result of exercise of options during the year Nil 82500
h. Options lapsed during the year Nil 280
i. Variation of terms of options during the year Nil Nil
j. Money realised by exercise of options during the year (Rs.) Nil 995775
k. Total number of options in force at the end of the year Nil 112500
l. Employee wise details of options granted to (during the year)
(i) Senior managerial personnel Nil Nil
(ii) Any other employee who receives a grant in any one year of options amounting to 5% or more of options granted during that year Nil Nil
(iii) Identified employees who were granted options during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant Nil Nil
m. Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of options N.A. 1.93*

# Please note that the details given above for plan (a) are after making the requiredadjustments in relation to consolidation of each of the 5 equity shares of Rs. 2 each into1 equity share of Rs. 10 each as approved by the shareholders in the year 2006 and aftersub-division of each of the equity shares of Rs. 10 each into 10 equity shares of Re. 1/-each as per record date of February 28 2014.

## The details given above for plan (b) are after making the required adjustment inrelation to sub-division of each of the equity shares of Rs. 10 each into 10 equity sharesof Re. 1/- each as per the record date of February 28 2014.

* EPS is Rupees per equity share of Re. 1/- each i.e. after giving into effectsub-division of equity shares of Rs. 10 each into equity shares of Re. 1/- each as perrecord date of February 28 2014.

Disclosures as required under SEBI Employee Benefits Regulations read with Securitiesand Exchange Board of india circular no. CiR/CFD/ POLiCY CELL/2/2015 dated June 16 2015are available on the Company's website at http://www.rsvstems.com/investors/Annualreports.aspx .

All options granted under R Systems International Limited Employees Stock Option Plan -Year 2001 have already been vested and exercised or lapsed and no options were in force ason December 31 2017.

For options granted during the earlier years under plan (b) R Systems used the fairvalue of the stock options for calculating the employees compensation cost.

For the purpose of valuation of the options granted during earlier years themanagement obtained fair value of the options at the date of grant under respectiveschemes from a firm of Chartered Accountants to determine accounting impact if any ofoptions granted over the periods. In the considered opinion of the valuer the fair valueof option determined using 'Black Scholes Valuation Model' under each of above schemes is"Nil" and thus no accounting thereof is required.The assumptions used for thepurpose of determination of fair value are stated below:

Assumptions Unit Scheme (a)* Comments by the valuer
Strike price Rs. 154
Current share price Rs. 140 Taken on the basis of NAV and PECV method of valuation.
Expected option life No. of Years 2.5 Being half of the maximum option life.
Volatility % 0.5 In case of unlisted shares the volatility may be taken as zero. Verma committee also recommends this.
Risk free return % 11.3 Zero coupon rate estimated from trading government securities for a maturity corresponding to expected life of option - taken from sites of NSE and / or BSE.
Expected dividend Yield % 15 Company has no set policy so dividend taken as zero. In case of R Systems Employee Stock Option Plan- Year 2001 as the dividend had been paid by the erstwhile company it has been assumed at 15%.

* R Systems Employees Stock Option Plan - Year 2001 under which originally the pricewas based on Rs. 10 per share for 21967 shares. As a result of amalgamation of IndusSoftware Private Limited into R Systems R Systems had issued 206822 equity shares of Rs.2 each pursuant to the swap ratio approved by Hon'ble High Courts of Delhi and Mumbai.

Please note that the details given above for plan (a) are before making the requiredadjustments in relation to consolidation of each of the 5 equity shares of Rs. 2 each into1 equity share of Rs. 10 each as approved by the shareholders in the year 2006 and beforesub-division of each of the equity shares of Rs. 10 each into 10 equity shares of Re. 1/-each as per record date of February 28 2014.

For the purpose of valuation of the options granted during the year ended December 312007 under R Systems International Limited Employee Stock Option Scheme 2007 thecompensation cost relating to Employee Stock Options calculated as per the intrinsicvalue method is nil.

The management obtained fair value of the options at the date of grant from a firm ofChartered Accountants. In the considered opinion of the valuer the fair value of theseoptions determined using 'Black Scholes Valuation Model' is "Rs. 50.73" peroption.

The assumptions used by the valuer for the purpose of determination of fair value arestated below:

Assumptions Unit Scheme Comments by the valuer
Strike price Rs. 120.70
Current share price Rs. 118.50 Price on the date of grant by Board of Directors i.e. closing price on July 11 2007.
Expected option life No. of Years 4 Being the vesting period.
Volatility % 44 On the basis of industry average.
Risk free return % 7 Zero coupon rate estimated from trading government securities for a maturity corresponding to expected life of option -taken from sites of NSE.
Expected dividend Yield % 0.86 Company has declared Dividends of 12% in the past. Assuming that it will continue declaring similar dividends in future.

The above information is based on Rs. 10 per share before sub-division of each of theequity shares of Rs. 10 each into 10 equity shares of Re. 1/- each as per the record dateof February 28 2014.

For the purpose of valuation of the options granted during the year ended December 312016 under R Systems international Limited Employee Stock Option Scheme 2007 the year todate compensation cost relating to Employee Stock Options calculated as per the intrinsicvalue method is Rs. 2614858 (Previous year Rs. 2589490).

The management obtained fair value of the options at the date of grant i.e. April 302016 from a firm of Chartered Accountants. in the considered opinion of the valuer theweighted average fair value of these options determined using 'Black Scholes ValuationModel' is "Rs. 49.89" per option.

The assumptions used by the valuer for the purpose of determination of fair value arestated below:

Assumptions Unit Scheme Comments by the valuer
Strike price Rs. 12.07
Current share price Rs. 61.45 Price on the date of grant by Board of Directors i.e. closing price on April 30 2016.
Expected option life No. of Years 4 years Being the vesting period.
Volatility % 55.32-55.83 On the basis of industry average.
Risk free return % 7.84 The yield on a Treasury bond by Government of india (Source: RBI) on the valuation date with the tenor matching the remaining term of the stock options.
Expected dividend Yield % 1.32 Assuming that Company will continue declaring at similar rate consistent with the past years.

The above information is based on per equity share having face value of Re. 1/- each.

The stock based compensation cost calculated as per the intrinsic value method for thefinancial year 2017 was Rs. 2614858 (Previous year Rs. 2589490). if the stock basedcompensation cost was calculated as per fair value method prescribed by SEBi the totalcost to be recognised in the financial statements for the year 2017 would be Rs. 2642059(Previous year 2617180). The effect of adopting the fair value method on the net incomeand earnings per share is presented below:

Pro Forma adjusted Net Income and Earnings per Share

(Amount in Rs.)

Particulars Year ended December 31 2017 Year ended December 312016
Profit after tax 238829974 412138007
Add: Intrinsic Value Compensation Cost 2614858 2589490
Less: Fair Value Compensation Cost 2642059 2617180
Adjusted Pro-forma Profit after tax 238802773 412110317
Weighted average number of equity shares for calculating Basic EPS 123924898 126616327
Weighted average number of equity shares for calculating Diluted EPS 123949330 126653124
Earnings Per Share
Basic [Nominal value of shares Re. 1 (Previous year: Re. 1)]
- As reported 1.93 3.26
- Pro-forma 1.93 3.25
Diluted [Nominal value of shares Re. 1 (Previous year: Re. 1)]
- As reported 1.93 3.25
- Pro-forma 1.93 3.25

Weighted average exercise price of options granted during the year

S. No. Particulars Scheme (a) Scheme (b)
1. Exercise price equals market price N.A. N.A.
2. Exercise price is greater than market price N.A. N.A.
3. Exercise price is less than market price N.A. N.A.

Weighted average fair value of the options granted during the year

S. No. Particulars Scheme (a) Scheme (b)
1. Exercise price equals market price N.A. N.A.
2. Exercise price is greater than market price N.A. N.A.
3. Exercise price is less than market price N.A. N.A.

Scheme (a): R Systems International Limited Employees Stock Option Plan -Year 2001.

Scheme (b): R Systems International Limited Employee Stock Option Scheme 2007.

As no options are granted during the year under Scheme (a) Scheme (b) hence therequired information is not applicable.

8. Liquidity and Borrowings - Consolidated Financial Statement

The available Cash and bank balance including mutual fund as at December 31 2017 wasRs. 1607.21 mn. against Rs. 1199.70 mn. as of December 31 2016. The increase was mainlyon account cash generated from operations proceeds from redemption of debenture as offsetby purchase of fixed assets and earnout payment for iBiZ acquisition.

The consolidated cash and cash equivalent as at December 312017 were Rs. 925.42 mn. asagainst Rs. 1136.05 mn. as on December 312016.

Net cash generated from operating activities were Rs. 374.34 mn. for the year endedDecember 312017 compared to Rs. 436.24 mn. for the year ended December 31 2016.

Cash used in investing activities were Rs. 576.87 mn. for the year ended December312017 comprising of investment in long term deposit with bank Rs. 567.16 mn. (net)purchase of fixed assets of Rs. 89.97 mn. investment in mutual fund Rs. 48 mn. and earnout payment for iBiZ Rs. 18.40 mn. as offset by proceeds from redemption of debenture Rs.87.57 mn. interest income Rs. 49.73 mn. rental income from investment property Rs. 6.40mn. sale of fixed assets Rs. 2.96 mn.

Cash used in financing activities were Rs. 5.79 mn. for the year ended December 312017 mainly consist of Rs. 3.97 mn (net) for repayment of long term borrowings.

R Systems' policy is to maintain sufficient liquidity to fund the anticipated capitalexpenditures operational expenses and investments for strategic initiatives. R Systemshas a credit facility from the Axis Bank Limited amounting to Rs. 380 mn. (includingnon-fund based credit limit of Rs. 180 mn. for currency derivatives). As at December 312017 the total credit balance was nil under fund based line of credit. Loan payable as atDecember 312017 comprises of loan for motor vehicles purchased amounting to Rs. 9.57 mn.and finance lease obligation of Rs. 10.78 mn. for SEZ premises. R Systems' primary bankersin india are Axis Bank Limited iCiCi Bank Limited Kotak Mahindra Bank Limited StateBank of india HDFC Bank Limited and Oriental Bank of Commerce. in U.S.A. U.K. andSingapore the primary bankers are California Bank & Trust Natwest Bank and CitibankN.A. respectively.

9. Changes in the Capital Structure

During the year under review the following changes took place in the capital structureof the Company.

At the beginning of the financial year ended December 312017 the issued and paid upshare capital of the Company was Rs. 123870425/- divided into 123870425 equity sharesof face value of Re. 1/- each. During the year under review the Company issued 82500equity shares of Re. 1/- each pursuant to exercise of stock options granted under the RSystems international Limited Employees Stock Option Scheme - 2007. Consequent to the saidallotment the issued and paid up share capital of the Company was enhanced to Rs.123952925/- divided into 123952925 equity shares of face value of Re. 1/- each.Further during the year under review there was no change in the authorised share capitalof the Company.

During the financial year ended December 31 2017 the Company has not issued anyshares with differential voting rights or any sweat equity shares. Therefore disclosurepursuant to Section 43(a) (ii) & Section 54(1)(d) of the Companies Act 2013 are notapplicable. Further no disclosure is required under Section 67 (3) (c) of the CompaniesAct 2013 in respect of voting rights not exercised directly by employees of the Companyas the provisions of the said section are not applicable.

10. Scheme of Arrangements

A. The Board of Directors of your Company at its meeting held on May 04 2017 haspassed the Scheme of Arrangement under Section 230 & other applicable provisions ofthe Companies Act 2013 between R Systems International Limited and its Shareholders andCreditors. The scheme as approved by the Board of Directors of the Company subject tonecessary approvals of Shareholders creditors Stock Exchanges National Company LawTribunal or any other appropriate authority provides for re-organization and reduction ofequity share capital of R Systems International Limited to reflect the correct and truecapital structure of R Systems by cancelling the shares held by the R Systems EmployeesWelfare Trust as there are no ascertain beneficiaries or employees of this trust. TheCompany has applied to relevant authorities for their necessary directions and sanctions.

B. Subject to necessary approvals of Shareholders creditors Stock Exchanges NationalCompany Law Tribunal or any other appropriate authority the Board of Directors of yourCompany at its meeting held on September 22 2017 has approved the Scheme of Amalgamationunder Section 230-232 and other applicable provisions of the Companies Act 2013 betweenGM Solutions Private Limited ("GM Solutions") and R Systems InternationalLimited and their respective shareholders and creditors ("Scheme"). GM Solutionsforms part of the promoter group of R Systems. It presently holds 29746353 (Two CroreNinty Seven Lac Forty Six Thousand Three Hundred Forty Three only) of Re. 1/- eachconstituting about 24% of total paid- up equity share capital of R Systems. As per theproposed Amalgamation GM Solutions will be Amalgamated into R Systems and equivalent no.of shares will be issued and allotted to the equity shareholders of GM Solutions in thesame proportion of their respective equity shareholding in GM Solutions. The Company hasapplied to relevant authorities for their necessary directions and sanctions.

11. Material changes affecting the financial position of the Company

There are no significant events changes occurred between the end of the financial yearand till the date of this report which would materially affect the financial position ofthe Company.

12. Particulars of Conservation of Energy Technology Absorption and Foreign exchangeearnings and outgo

The particulars as prescribed under Section 134 (1) (m) of the Companies Act 2013read with rule 8 of Companies (Accounts) Rules 2014 for the year ended December 312017are as follows:

A. Conservation of energy

Though Your Company does not have energy intensive operation every endeavour has beenmade to ensure the optimal usage of energy avoid wastage and conserve energy. R Systemsconstantly evaluates new technologies and makes appropriate investments to be energyefficient.

During the year ended December 31 2017 R Systems adopted various energy conservationoptions / technologies and took measures to reduce energy consumption by using energyefficient equipment and devices replacing existing CFL fittings with LEDs fittings toreduce power consumption Preventive Maintenance of all major and minor equipments. Theair is conditioned with energy efficient compressors for central air conditioning and withsplit air conditioning for localized areas.

R Systems is always in search of innovative and efficient energy conservationtechnologies and applies them prudently. However R Systems being in the softwareindustry its operations are not energy intensive and energy costs constitute a very smallportion of the total cost therefore the financial impact of these measures is notmaterial.

B. Technology absorption

1. Efforts made towards technology absorption

The Company has established practice streams in specific technologies to analyze theirimplications and the benefits they can provide to the Company's customers. These stepsenable the Company to find and execute the most appropriate solutions for its clients.

2. Benefits derived as a result of the above efforts

The benefits derived from the above mentioned efforts are fulfilling customer needsefficiency in operations improvement in quality and growth in revenues.

3. Technology imported during the last 3 years

Not applicable as no technology has been imported by the Company.

4. Expenditure incurred on Research and development

Digital has provided oceans of opportunity for Research and development. Today we arewitnessing breakthrough technologies — big data and advanced analytics artificialintelligence (AI) the Internet of Things and robotics mobility and cloud that isunprecedented in human history. R Systems possess a product engineering DNA and optimizedits capabilities around these technologies to accelerate the digital transformation forthe customers. We have invested significantly in focused research and development topartner with customer in delivering robust product and solutions simplifying theiroperations.

The key R&D initiates undertaken by the Company for the year 2017 are as follows:

• R Systems has continued its investment in building and strengthening robustanalytics solutions accelerators and framework that address the key challenges arounddata analytics including predictive modeling machine learning natural languageprocessing & image analytics. Medley our unified

data framework enables rapid deployment of custom advance analytics solutions. Medleysimplifies data acquisition transformation & visualization for virtually any datasource. Analytics Gym our consulting framework helps organizations to discover &evaluate relevant data technology and right approach for their analytics roadmap.

• Anagram our proprietary customer interaction analytics platform uses speechanalytics technology combined with predictive analytics to help businesses glean importantbusiness insights and tap into new business opportunities using the big data generatedfrom the entire population of all customer interactions across multiple channels. It helpsaugment business efficiency by proffering real-time data insights.

• R Systems has partnered with a leading Robotic tools provider to build offeringsaround process automation and robotic analytics to reduce costs improve delivery andconsistent quality.

• Our new initiatives for ioT covers bringing intelligence to the new edge andfuturistic senior devices which use machine learning and artificial intelligence.

• Additionally your Company has continued its investment building frameworks andproof of concepts in key verticals like Telecom Media & Entertainment Banking &Finance Healthcare & Life Sciences Technology Retail & E-commerce andManufacturing & Logistics Domains.

C. Foreign Exchange Earnings and Outgo (Accrual Basis)

A significant percentage of R Systems revenues are generated from exports. Thedevelopment and service centre in Noida is registered with the Software Technology Park ofIndia as 100% Export Oriented Undertaking. All efforts of the Company are geared toincrease the business of software exports in different products and markets. We have madeinvestments in sales and marketing activities in various growing markets.

The total foreign exchange used and earned by R Systems during the year as comparedwith the previous year is as follows:

(Rs. in Millions)

S. No. Particulars

Financial Year ended

31.12.2017 31.12.2016
(a) Earnings (Accrual Basis) 2586.04 2594.89
(b) Expenditure (Accrual Basis) 343.98 356.32
(c) CiF value of imports 26.68 66.53

13. Subsidiaries

As on December 312017 R Systems has twenty five subsidiaries. The name and country ofincorporation of those subsidiaries are as follows:

Name of the Company Country of Incorporation
R Systems (Singapore) Pte Limited Singapore
R Systems Inc. U.S.A.
R Systems Technologies Limited (Formerly known as Indus Software Inc.) U.S.A.
RSYS Technologies Ltd (Formerly Systemes R. International Ltee) Canada
ECnet Limited Singapore
ECnet (M) Sdn. Bhd# Malaysia
ECnet Inc. # U.S.A.
ECnet (Hong Kong) Ltd.# Hong Kong
ECnet Systems (Thailand) Co. Ltd.# Thailand
ECnet Kabushiki Kaisha# Japan
ECnet (Shanghai) Co. Ltd.# People's Republic of China
Computaris International Limited U.K.
ICS Computaris International Srl@ Moldova
Computaris Malaysia Sdn. Bhd. @ Malaysia
Computaris Polska sp z o.o.@ Poland
Computaris Romania Srl@ Romania
Computaris USA Inc.@ U.S.A.
Computaris Philippines Pte. Ltd. Inc.@ Philippines
iBiZ Consulting Pte. Ltd. (Formerly known as iBiZCS Group Pte. Ltd.) * Singapore
iBiZ Consulting Services Pte Ltd" Singapore
iBiZ Consulting Services Sdn. Bhd." Malaysia
PT. iBiZCS indonesia " Indonesia
iBiZ Consultancy Services india Private Limited" India
iBiZ Consulting Services Limited" Hong Kong
iBiZ Consulting Services (Shanghai) Co. Ltd% People's Republic of China

# wholly owned subsidiaries of ECnet Limited Singapore being 99.75% subsidiary of RSystems (The shareholding held by the Company and R Systems (Singapore) Pte Limited is69.37% and 30.38% respectively).

@ Wholly owned subsidiaries of Computaris international Limited U.K. being 100%subsidiary of R Systems.

* Wholly owned subsidiary of R Systems (Singapore) Pte. Limited being 100% subsidiaryof R Systems.

A Wholly owned subsidiaries of iBIZ Consulting Pte. Ltd. (Formerly known as IBIZCSGroup Pte. Ltd.) being 100% subsidiary of R Systems (Singapore) Pte Limited being 100%subsidiary of R Systems.

% Wholly owned subsidiary of IBIZ Consulting Services Limited - Hong Kong being 100%Subsidiary of IBIZ Consulting Pte. Ltd.

During the year ended December 31 2017 the Company has invested SGD 350000(Singapore Dollar Three Lakhs Fifty Thousand only) in R Systems (Singapore) Pte Limitedtowards equity contribution.

As on date of this report all the aforementioned twenty five subsidiaries except IBIZConsultancy Services India Private Limited were incorporated and based outside India. Inaddition to providing services to various international clients these subsidiaries alsohelp to generate revenues for R Systems.

During the year no other corporate restructuring activity was done by the Company.

The Board of Directors of the Company regularly reviews the affairs of thesesubsidiaries. Policy for determining material subsidiaries of the Company is available onthe website of the Company at http://www.rsvstems.com/investors/corporategovernance.aspx.

A statement containing the salient features of the financial statement of oursubsidiaries in the prescribed Form AOC-1 is attached at the end of consolidated financialstatements of the Company. The statement also provides the details of performancefinancial position of each of the subsidiaries.

Further the audited annual accounts and related detailed information of oursubsidiaries where applicable will be made available to shareholders seeking suchinformation at any point of time. The annual accounts of the subsidiary companies willalso be available for inspection by any shareholder at Registered Office of R Systems i.e.B-104 A Greater Kailash-I New Delhi-110048 and Corporate Office of R Systems i.e. C-40Sector 59 Noida (U.P.)-201307 and Registered Offices of the subsidiary companiesconcerned during business hours. The same will also be hosted on R Systems' website i.e. www.rsvstems.com .

14. Particulars of employees

The details required under Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are annexed as Annexure A and forms part of this report. Further as required under theprovisions of Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the name and other particulars of employees are set out inAnnexure B and forms part of this report.

15. Directors' responsibility statement

Pursuant to the requirement of Section 134 (3) (c) read with Section 134(5) of theCompanies Act 2013 with respect to directors' responsibility statement your directorshereby confirm that:

1) In the preparation of the annual accounts for the financial year ended December 312017 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

2) t he directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year endedDecember 31 2017 and of the profit and loss of the Company for that period;

3) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4) t he directors had prepared the annual accounts for the financial year endedDecember 312017 on a going concern basis;

5) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

6) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

16. Auditors

M/s. Deloitte Haskins & Sells LLP Chartered Accountants [Firm's Registration No.117366W/ W-100018] were appointed as the Statutory Auditors of your Company in the AnnualGeneral Meeting held on May 15 2017 for a term of five years until the conclusion of theTwenty Eighth AGM of the Company to be held in the year 2022. As per the provisions ofSection 139 of the Act the appointment of the Statutory Auditors is required to beratified by Members at every Annual General Meeting. Accordingly the appointment of M/s.Deloitte Haskins & Sells LLP Chartered Accountants as Statutory Auditors of theCompany shall be placed for ratification by the Members in the ensuing Annual GeneralMeeting.

Further the auditors' report being self-explanatory does not call for any furthercomments by the Board of Directors as there are no qualifications reservation or adverseremark or disclaimer made in the audit report for the financial year ended December 312017.

17. Audit committee

R Systems has a qualified and independent Audit Committee. During the year under reviewthere was no change in the composition of Audit Committee.

The constitution of the Committee is in compliance with the provisions of the CompaniesAct 2013 and the Listing Regulations.

Detailed description of the Audit Committee has been given in Corporate GovernanceReport. The terms of reference and role

of the Committee are as per the guidelines set out in the Listing Regulations andSection 177 of the Companies Act 2013 and Rules made thereunder and includes such otherfunctions as may be assigned to it by the Board from time to time.

The Committee has adequate powers to play an effective role as required under theprovisions of the Act and Listing Regulations. During the year under review the Board ofDirectors of the Company had accepted all the recommendations of the Audit Committee.

18. Prevention and prohibition of sexual harassment of women at work place

At R Systems it is our desire to promote a healthy and congenial working environmentirrespective of gender caste creed or social class of the employees. We value everyindividual and are committed to protect the dignity and respect of every individual. TheCompany has always endeavored for providing a better and safe environment free of sexualharassment at all its work places. Consequent to the enactment of Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and Rules madethereunder the Management of R Systems International Limited has constituted an InternalComplaints Committee (ICC) to deal with any complaints or issues that may arise in thenature of sexual harassment of women employees. The Company has also prepared andimplemented Policy for Prevention Prohibition and Redressal of Sexual Harassment of Womenat Workplace. During the year ended December 31 2017 no cases of sexual harassmentagainst women employees at any of its work place were reported to the ICC.

19. Corporate Governance

As required under Listing Regulations the detailed report on corporate governance isgiven as Annexure C to this report and the certificate obtained from a Practicing CompanySecretary regarding compliance of the conditions of corporate governance as stipulated inthe said clause is annexed as Annexure D to this report.

20. Deposits

The Company has neither invited nor accepted any deposits from the public within thepurview of the Companies Act 2013 and the Rules made thereunder no amount of principalor interest was outstanding on the date of the balance sheet.

21. Customer relations

R Systems recognises that the customers have a choice of service providers and thedirectors would like to place on record their gratitude on behalf of the Company for thebusiness provided by them. The Company's quality policy mandates that the voice of thecustomer is obtained on a regular basis. We constantly review the feedback and incorporateits impact into our delivery systems and communications.

22. Stakeholder's relations

R Systems is inspired by its customers and its employees transform that inspiration andcustomers' needs into value for

all stakeholders. We thank all R Systems employees worldwide for their hard workcommitment dedication and discipline that enables the Company to accomplish its customercommitments and commitments to all its stakeholders. R Systems conducts regular employeesatisfaction surveys and open house meetings to get employee feedback. R Systems isconstantly validating key employee data with industry and peer group business. Thesepractices have helped the Company to achieve many of its business goals and have beenrecognised in many industry surveys over the last few years. The open door policy of oursenior management team ensures that the feedback loop is completed promptly. We thank ourshareholders for their continuous support and confidence in R Systems. We are aware of ourresponsibilities to our shareholders to provide full visibility of operations corporategovernance and creating superior shareholder value and we promise to fulfill the same.

23. Management Discussion and Analysis Report

In terms of the Listing Regulations Management Discussion and Analysis Report is givenas Annexure E to this report.

24. Secretarial Audit Report

M/s Chandrasekaran Associates Company Secretaries has been appointed by the Board ofDirectors of the Company to carry out the Secretarial Audit under the provision of Section204 of the Companies Act 2013 for the financial year ended December 31 2017. TheSecretarial Audit report for financial year ended on December 31 2017 is enclosed asAnnexure F.

Further the Secretarial auditors' report being self-explanatory does not call for anyfurther comments by the Board of Directors as there are no qualifications reservation oradverse remark or disclaimer made in the Secretarial Audit Report for the financial yearended December 31 2017.

25. Vigil Mechanism / Whistle Blower Policy

in order to provide a mechanism to employees of the company to disclose any unethicaland improper practices or any other alleged wrongful conduct in the Company and toprohibit managerial personnel from taking any adverse action against those employees theCompany has laid down a Vigil Mechanism also known as Whistle Blower Policy to deal withinstance of fraud and mismanagement if any. The details of the Vigil Mechanism or WhistleBlower Policy is explained in the Corporate Governance Report and also posted on thewebsite of the Company.

26. Criteria for selection of candidates for Membership on the Board of Directors andthe Remuneration Policy

As per the provisions of Section 178 of the Companies Act 2013 and other relevantprovisions and on the recommendation of Nomination & Remuneration Committee the Boardhas framed a criteria for selection of Directors KMP and Senior management personnel apolicy for remuneration of directors key managerial personnel and other employees. Thesaid Criteria and the remuneration policy are stated in the Corporate Governance Report.

27. Meetings of the Board

The Board of the Company and its Committees meet at regular intervals to discussdecide and supervise the various business policies business strategy Company'sperformance and other statutory matters. During the year under review the Board has meteight times. The details of the meeting of the Board and its Committees are given inCorporate Governance Report. The intervening gap between two Board Meetings did not exceed120 days.

28. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard has carried out an annual performance evaluation of its own performance itscommittees and the individual directors. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.

29. Particulars of Loans Guarantees or investments under Section 186 of the CompaniesAct 2013

During the year ended December 31 2017 the Company has invested SGD 350000(Singapore Dollar Three Lakhs Fifty Thousand only) in R Systems (Singapore) Pte Limited byway of acquisition of additional shares.

30. Related Party Disclosure

All the Related Party Transactions entered during the year were in the ordinary courseof business and on arm's length basis. There are no materially significant related partytransactions made by the Company with Promoters Directors Key Managerial Personnel orother designated persons which may have a potential conflict of interest with the companyat large. All the related party transactions are presented to the Audit Committee and theBoard. Omnibus approval is obtained for the transactions which are unforeseen in nature. Astatement of all related party transactions is presented before the Audit Committee onquarterly basis specifying the terms & conditions of the transactions. The policy onRelated Party Transactions as approved by the Board is uploaded on the company's websiteat the weblink as mentioned in the Corporate Governance Report. Details of particulars ofcontracts or arrangements with related parties referred to in subsection (1) of Section188 of the Companies Act 2013 in form AOC-2 has been enclosed herewith as Annexure G.

31. Risk Management

The Company is not required to form a Risk Management Committee. The Company hasdeveloped and implemented a risk management policy for identifying the risk associatedwith business of the Company and measures to be taken by including identification ofelements of risk and measures to control them.

32. Corporate Social Responsibility

in compliance with the provisions of Section 135 of the Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 the Company hasconstituted a Corporate Social Responsibility Committee ('CSR Committee').

During the year under review there was no change in the composition of CSR Committee.

The detailed terms of reference of the CSR Committee has been provided in the CorporateGovernance Report. in pursuit

of the responsibilities entrusted to the CSR Committee a policy on Corporate SocialResponsibility has been prepared and adopted by the Board which is available at thewebsite of the Company at following link: http://www.rsystems.com/investors/corporategovernance.aspx. Annual Report on CSR activities of the Company informat prescribed in Companies (Corporate Social Responsibility Policy) Rules 2014 isenclosed as Annexure H and forms part of this report.

33. Internal Control System and Internal Financial Controls

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The internal Auditors and the management monitors andevaluates the efficacy and adequacy of the internal control system in the Company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company. Audit observations of internal Auditors and corrective actions thereon arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the internal Auditor reports to the Audit Committee.

The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively.

M/s. Deloitte Haskins & Sells LLP Chartered Accountants the statutory auditors ofthe Company has audited the financial statements included in this annual report and haveissued unmodified opinion on the adequacy and operating effectiveness of the Company'sinternal financial controls over financial reporting.

34. extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT - 9 isenclosed as Anneuxre I to this Report.

35. Significant and Material orders Passed by the Regulators or Courts

There are no significant or material orders passed by the Regulators / Courts whichwould impact the going concern status of the Company and it's operations in future.

36. Acknowledgments

Your directors once again take this opportunity to thank the employees investorsclients vendors banks business associates regulatory authorities including stockexchanges Software Technology Park of india the Central Government State Government ofDelhi Uttar Pradesh Tamil Nadu for the business support valuable assistance andco-operation continuously extended to R Systems. Your directors gratefully acknowledge thetrust and confidence and look forward for their continued support in the future.

On behalf of the Board

For R Systems International Limited

Sd/- Sd/-
Satinder Singh Rekhi Lt. Gen. Baldev Singh (Retd.)
(DIN: 00006955) (DIN: 00006966)
(Managing Director) (President & Senior Executive Director)
Place : CA U.S.A. Place : NOIDA (U.P.)
Date : April 18 2018 Date : April 18 2018

Annexure'A'to the Directors' Report

Disclosures pursuant to Section 197(12) of the Companies Act 2013 and Rule 5(1) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

A. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Name of the Director Category Ratio of the remuneration to the median remuneration of the employees
Mr. Satinder Singh Rekhi Executive Director 42.30
Lt. Gen. Baldev Singh (Retd.) Executive Director 8.29
Mr. Avirag Jain* Executive Director 8.61
Mrs. Ruchica Gupta Non-Executive independent Director N.A.
Mr. Kapil Dhameja Non-Executive independent Director N.A.
Mr. Aditya Wadhwa Non-Executive independent Director N.A.

* Mr. Avirag Jain was appointed as Additional Director and subject to shareholdersapproval Whole-time Director (Designated as Director & Chief Technology Officer)w.e.f. August 03 2017.

Note: All the Non-Executive independent Directors are paid only sitting fees forattending the meetings of Board of Directors or Committees thereof.

B. The percentage increase in remuneration of each Director Chief Financial officerChief Executive officer Company Secretary or Manager if any in the financial year :

Sr. No. Name of the Director/CFo/ CS/Manager Category % increase in remuneration in the financial year
1. Mr. Satinder Singh Rekhi Executive Director (8.61)
2. Lt. Gen. Baldev Singh (Retd.) Executive Director (0.21)
3. Mr. Avirag Jain* Executive Director N.A.
4. Mrs. Ruchica Gupta Non-Executive independent Director N.A.
5. Mr. Kapil Dhameja Non-Executive independent Director N.A.
6. Mr. Aditya Wadhwa Non-Executive independent Director N.A.
7. Mr. Nand Sardana Chief Financial Officer 29.22
8. Mr. Ashish Thakur Company Secretary & Compliance Officer 30.86

* Mr. Avirag Jain was appointed as Additional Director and subject to shareholdersapproval Whole-time Director (Designated as Director & Chief Technology Officer)w.e.f. August 03 2017.

C. Percentage increase in the median remuneration of employees in the financial year:

The percentage increase in the median remuneration of the employees in the financialyear was 6.67%.

D. Number of permanent employees on the rolls of company:

Number of permanent employees on the rolls of R Systems International Limited as atDecember 31 2017 was 1658.

E. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

Average increase in remuneration for employees is 8%-10% (approx.). The averageincrease in overall managerial remuneration is (0.76%).

F. Affirmation that the remuneration is as per the remuneration policy of the company:

The Company affirms that the remuneration is as per the remuneration policy of theCompany.

On behalf of the Board

For R Systems International Limited

Sd/- Sd/-
Satinder Singh Rekhi Lt. Gen. Baldev Singh (Retd.)
(DIN: 00006955) (DIN: 00006966)
(Managing Director) (President & Senior Executive Director)
Place : CA U.S.A. Place : NOIDA (U.P.)
Date : April 18 2018 Date : April 18 2018