Reliable Data Services Limited
The financial Summary:-
| || ||(Rs. In Lacs) |
|Particulars ||2018-19 ||2017-18 |
|Sales & Other Income ||274855432 ||256931057 |
|Profit before Finance Cost Depreciation & Tax ||42907144 ||43894452 |
|Finance Cost ||6274223 ||7591016 |
|Depreciation & Amortization Expenses ||3878901 ||3902862 |
|Profit before Tax ||32754020 ||32400574 |
|Current Tax ||8911304 ||9507960 |
|Deferred Tax ||-314153 ||-319714 |
|MAT Credit Entitlement ||0 ||0 |
|Profit after Tax ||24156869 ||23212328 |
Your Company's sales and other income Rs. 274855432/- as compared to Rs.256931057/- Crore of previous year showing an increase of 7%. The Company was able toregister a growth in domestic sales by 7% i.e. Rs. 274764207/- in current year ascompared to Rs 255314384/- crore in previous year. The Company earned profit beforedepreciation interest and tax of Rs. 4 29 07144/- Crore against Rs. 4 38 94452/-Crore in previous year.
The Board had given Interim Dividend @ rate of 10% of Rs 8 60000/- per fully paid-upEquity Share of Rs.10/- each of the Company for the year ended March 31 2019.
TRANSFER OF RESERVES
Company has transferred 24156868/- amount to Reserve
The Company Shares are listed as follows:
|Name of Stock Exchanges ||Stock Code/Symbol |
|National Stock Exchange of India Limited (NSE) ||RELIABLE |
|"Exchange Plaza" Bandra-Kurla Complex Bandra (E) Mumbai - 400 051. || |
There is no change in the authorized share capital of the company as on 31st March2019 is Rs. 10.00 crores.
The paid up share capital of the Company as on 31st March 2019 is Rs. 86000000/-.
|Name of Shareholders ||No. of Shares Issued |
|Mr. Sanjay Kumar Pathak ||1361970 |
|Mr. Rakesh Jha ||1334970 |
|Mr. Sandeep Kumar Jha ||1124970 |
|Mr. Sunil Kumar Rai ||1190970 |
|Mr. Anil Kumar Jha ||987000 |
SUSBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES
As on March 31 2019 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.
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 attached Annexure I containing details of subsidiaries forms part of this AnnualReport.
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 2019 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 2019 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 2018-19 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 2018-19 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 Annexure III. Further there are no materially significant related partytransactions during the year made by the Company with promoter Directors Key Managerialpersonnel or other designated persons which may have potential conflict with the interestof the Company at large.
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.
|S. No. ||Related Parties ||Nature of Relation |
|1 ||Sanjay Kumar Pathak ||Managing Director |
|2 ||Anil Kumar Jha || |
|3 ||Rakesh Jha ||Whole Time Director |
|4 ||Sunil Kumar Rai || |
|5 ||Sandeep Kumar Jha || |
|6 ||Rama Kant Dwivedi || |
|7 ||Sudeshna Asis Chaudhury || |
|8 ||Ashwini Jha ||Independent Director |
|9 ||Surya Prakash || |
|10 ||Authentic Healthcare Services Pvt. Ltd. || |
|11 ||Authentic Developers Pvt. Ltd || |
|12 ||RDS Allied Services Pvt. Ltd. || |
|13 ||Ascent Keyboardlabs Technologies Pvt. Ltd. ||Subsidiaries |
|14 ||Vibrant Educare Pvt. Ltd || |
|15 ||Kandarp Management Services Pvt Ltd || |
|16 ||Reliable Agri Project Pvt. Ltd || |
|17 ||Factoring Management Services Pvt. Ltd. || |
|18 ||Sharp Eagle Investigation Pvt. Ltd ||Associate Company |
|19 ||Lonacharya Consultants Pvt. Ltd. || |
|20 ||Total Outsourcing Solution Private Limited ||Enterprises Owned or Controlled by Key Managerial Personnel and/or their relatives |
|21 ||Investment in C-70 Joint Venture || |
|22 ||Anjali Jha || |
|23 ||Anshu Jha || |
|24 ||Meenu Rai ||Relatives of Key Managerial Personnel |
|25 ||Anil Kumar Jha || |
|26 ||Meenakshi Pathak || |
|27 ||Srishti Jha || |
|a) Salary to Directors || || |
|Name ||FY 2018-19 ||FY 2017-18 |
|Sanjay Kumar Pathak ||1320000 ||880000 |
|Anil Kumar Jha ||1200000 ||1133831 |
|Rakesh Jha ||960000 ||960000 |
|Sunil Kumar Rai ||960000 ||960000 |
|Sandeep Kumar Jha ||960000 ||960000 |
Mr. Rakesh Jha Whole-Time Director (DIN: 00915891) 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 2018-19.
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 Kumar Jha: - Whole Time Director (DIN: 00912070)
Ms. Niharika Gupta: - Company Secretary
Mr. Parbind Kumar Jha: - Chief Financial Officer
NUMBER OF BOARD MEETINGS OF BOARD OF DIRECTORS.
The Board of Directors duly met Four times during the financial year 2018-19 for whichproper notices were given and the proceedings were properly recorded in the Minutes Bookmaintained for the purpose.
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.
" RESOLVED THAT pursuant to provisions of Section 139 142 and otherapplicable provisions of the Companies Act 2013 if any read with the Companies (Audit& Auditors) Rules 2014 including any statutory enactment or modification thereofM/s Ashutosh Pandey & Associates Chartered Accountant (FRN:021376N.) be and ishereby appointed as the Statutory Auditors of the Company and to hold the office from theconclusion of this 18th Annual General Meeting till the conclusion of 23rd Annual GeneralMeeting of the Company subject to ratification as to the said appointment at every AnnualGeneral Meeting at a remuneration to be decided by the Board of Directors in consultationwith the Auditors plus applicable service tax and reimbursement of travelling and out ofpocket expenses incurred by them for the purpose of audit
The Board has appointed Mrs. Neha Mehra Practicing Company Secretary to conduct theSecretarial Audit of the Company for the financial year 2018-19. 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 2019 in the prescribed Form No. MGT-9pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 is attached herewith as `Annexure VI` andforms 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 |
|Place:- Delhi || |
|Dated:- 13.08.2019 || |
| ||Sanjay Kumar Pathak |
| ||Chairman-cum-Managing Director |