Reliable Data Services Ltd.
|BSE: 535020||Sector: IT|
|NSE: RELIABLE||ISIN Code: INE375Y01018|
|BSE 05:30 | 01 Jan||Reliable Data Services Ltd|
|NSE 05:30 | 01 Jan||Reliable Data Services Ltd|
Reliable Data Services Ltd. (RELIABLE) - Director Report
Company director report
Reliable Data Services Limited
The financial Summary: -
(Rs. In Lacs)
During the year our Company has offered shares to the Public under the Regulation ofthe Securities and Exchange Board of India 1996 as amended from time to time and Shares ofthe Company has been list on National Stock Exchange.
Your Company's sales and other income Rs. 2569.31 / - lacs as compared to Rs. 2051.09/-lacs of previous year showing an increase of 25.26%. The Company earned profit beforedepreciation interest and tax of Rs. 438.94./- lacs against Rs. 278.54/- lacs in previousyear.
The Board has also recommended a dividend of Re 0.50/- per fully paid-up Equity Shareof Rs.10/- each of the Company for the year ended March 31 2018 subject to the approvalof the Members at the ensuing Annual General meeting.
TRANSFER OF DIVIDEND
Company has transferred 232.12/- lacs from Current Year's Profit for distribution ofdividend.
The Company Shares are listed as follows:
There is no change in the authorized share capital of the company during the financialyear 2017-18 and the authorized share capital of the Company remain same as on 31stMarch 2018 Rs. 10.00 crores.
Paid Up Capital:
Bonus Shares were announced and allotted on 14.07.2017 to the following persons:
In the Month of Sept-Oct 2017 Company had brought its Initial Public Offer(Public Issue) of 26 00000 equity shares at Rs. 57 per Equity share including premium ofRs. 47/- per equity Share and got listed on NSE Emerge SME Platform.
After allotment of Equity Shares in IPO Paid Equity Capital of Company becameRs. 8 60 00000/-. The paid up share capital of the Company as on 31st March2018 is Rs. 86000000/-.
SUSBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES
As on March 31 2018 your Company is having following Subsidiaries:
1. Authentic Developers Private Ltd
2. Authentic Healthcare Services Private Ltd.
3. Reliable Agri Projects Private ltd
4. Ascent Keyboard Tech Private Ltd
5. RDS Allied Services Private Limited
6. Vibrant Educare Private Ltd
7. Kandarp Management Services Private Ltd
8. Factoring Management services Private Limited
There has been no material change in the nature of the business of the Company and itsSubsidiaries.
In respect of statements pursuant to Section 129(3) of the Companies Act 2013 in FormAOC-1 containing details of subsidiaries forms part of this Annual Report.
The Consolidated Financial Statement of the Company prepared as per the AccountingStandards AS-21 AS- 23 & AS-27 Consolidated Financial Statement of the Company withits Subsidiaries have also been included as part of this Annual Report .
DIRECTORS RESPONSIBILITY STATEMENT
As required by section 134 (3) (c) of Companies Act 2013.Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) the Directors have 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 as at March 31 2018 and of the profit ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern' basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
During the financial year 2017-18 the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
DETAILS OF SIGNIFICANT AND MATERIALS ORDER PASSED BY THE REGULATORS. COURTS. TRIBUNAL
No significant and material order has been passed by the regulator courts tribunalsimpacting the going concern status and Companies operations in future.
CORPORATE SOCIAL RESPONSIBILTY
Provisions of Corporate Social Responsibility pursuant to the provisions of the section135 of the Companies Act 2013 is not applicable on our company
Risk management is the process of identification assessment and prioritization ofrisk followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The Company has laid a comprehensive risk assessments and minimizationprocedure which is reviewed by the audit committee and approved by Board.
INTERNAL FINANCIAL CONTROL
According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All transactions entered with related parties during the financial year 2017-18 wereon an arm's length basis and were in ordinary course of Business and the provisions ofsection 188 of the Companies Act 2013 are not attracted. The disclosure in form AOC-2 isgiven. Further there are no materially significant related party transactions during theyear made by the Company with promoter Directors Key Managerial personnel or otherdesignated persons which may have potential conflict with the interest of the Company atlarge.
All related party transactions are placed before the audit committee for approval.Prior omnibus approval of the audit committee is obtained for the transaction which is ofa foreseen and repetitive nature. Transaction entered into pursuant to omnibus approval sogranted along with statements giving details of all related party transaction are placedbefore the audit Committee.
In line with the requirements of the Companies Act 2013 and SEBI Listing Regulation2015 the Company has formulated a Policy on Related Party Transactions which is alsoavailable on Company's website at www.rdspl. com.
Mr. Sandeep Kumar Jha Whole-Time Director (DIN: 01982698) retires from the Board byrotation and being eligible offer himself for reappointment.
The above is subject to approval of the Shareholders in the ensuing Annual GeneralMeeting.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Remuneration Policy of the Company is designed to attract motivate and retainmanpower in a competitive and international market. The policy reflects the Company'sobjectives for good corporate governance as well as sustained long-term value creation forshareholders. The Remuneration Policy applies to the Company's senior managementincluding its Key Managerial Person and Board of Directors. The Nomination andRemuneration Policy for the members of Board and Executive Management is available on theCompany's website www.rdspl.com
ANNUAL EVALUATION OF BOARD'S PERFORMANCE
In accordance with the provisions of Schedule IV of the Companies Act 2013 a separatemeeting of the Independent Directors was held properly without the attendance ofNon-Independent Directors and Members of the Management. The Committee has reviewed theperformance and effectiveness of the Board in this meeting as a whole for the FinancialYear 2017-18.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:-
Mr. Sanjay Kumar Pathak: - Managing Director (DIN: 00912040)
Mr. Sandeep Kumar Jha: - Whole Time Director (DIN: 01982698)
Mr. Sunil Kumar Rai: - Whole Time Director (DIN: 01989744)
Mr. Rakesh Jha: - Whole Time Director (DIN: 00915891)
Mr. Anil Jha: - Whole Time Director (DIN: 00912070)
Ms. Niharika Gupta: - Company Secretary Mr. Parbind Jha: - Chief Financial Officer
NUMBER OF BOARD MEETINGS OF BOARD OF DIRECTORS.
The Board of Directors duly met Thirteen times during the financial year 2017-18 forwhich proper notices were given and the proceedings were properly recorded in the MinutesBook maintained for the purpose.
Each Committee duly met one time at the time of their constitution.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197 (12) of the Companies Act 2013 read withRules 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said rules.
DISCLOSURE BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Regulation25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITIONAND REDRESSAL) ACT 2013
The company has a policy and it provides for protection against sexual harassment ofwoman at work place and for prevention and redressal of such complaints.
The Company has zero tolerance on Sexual Harassment at workplace. During the year underreview no complaints were received against the sexual harassment at workplace.
M/s B. MANNA & ASSOCIATES. Chartered Accountants KOLKATA having Firm RegistrationNo. 0325326E were appointed as Statutory Auditors for the period of 5 years in the 13thAnnual General Meeting held as per the provision of section 139 & other applicableprovisions if any of Companies Act 2013 subject to the ratification of Auditors by themembers at every Annual General Meeting held thereafter till 18th Annual general Meeting.The ratification of Auditor and payment of remuneration are to be confirmed and approvedin ensuing Annual General Meeting. The Company has received a certificate from the aboveauditors to the effect that if their appointment is ratified in this AGM it would be inaccordance with the provisions of section 141 of the Companies Act 2013." The Reportgiven by the Auditors on the financial statements of the Company is part of the annualreport. There has been no qualification reservation adverse remark or disclaimer givenby the Auditors in their Report.
The Board has appointed Mrs. Neha Mehra Practicing Company Secretary to conduct theSecretarial Audit of the Company for the financial year 2017-18. The Secretarial AuditReport is annexed herewith to this Report.
Provision given under section 148 of Companies Act 2013 and rule 14 of company (auditand auditor) rules 2014 not applicable for our company.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as on March 31 2018 in the prescribed Form No. MGT-9pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of theCompanies(Management and Administration) Rules 2014 is attached herewith as 'Annexure VI'and forms part of this Report.
The Company has framed a vigil mechanism/whistle blower policy to deal with unethicalbehavior actual or suspected fraud or violation of the Companies Code of Conducts orethics policy if any. The Vigil Mechanism/ whistle blower policy has been uploaded on thewebsite of the Company.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
The Details of loans guarantees or investments covered under the provision of underSection 186 of the Companied Act 2013 are given in the Note to the Financial Statement.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The provision of Conservation of energy Technology absorption and Foreign Exchangeearnings and outgo as stipulated under Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is not applicable on our company.
The Directors of the Company wish to convey their gratitude and place on record theirappreciation for all the employees at all levels for their hard work solidaritycooperation and dedication during the year.
The Directors sincerely convey their appreciation to customers shareholders vendorsbankers business associates regulatory and government authorities for their continuedsupport.
APPRECIATION AND ACKNOWLEDGMENTS
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled the Company to remain as industry leaders.
The board places on record its appreciation for the support and co-operation yourcompany has been receiving from its suppliers retailers dealers and other associatedwith the company. Our company looks upon them as partners in its progress and has sharedwith them the rewards of growth. It will be the Company's endeavour to build and nurturestrong links on mutuality of benefits respect for and co-operation with each otherconsistent with consumer interests.
The Directors also take the opportunity to thank all shareholders clients vendorsBanks Government and Regulatory authorities and stock exchanges for their continuedsupport.
For and on behalf of the Board of Directors
Reliable Data Services Limited
Sanjay Kumar Pathak