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Reliable Data Services Ltd.

BSE: 535020 Sector: IT
NSE: RELIABLE ISIN Code: INE375Y01018
BSE 05:30 | 01 Jan Reliable Data Services Ltd
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Reliable Data Services Ltd. (RELIABLE) - Director Report

Company director report

Dear Members

Reliable Data Services Limited

The financial Summary:-

(Rs. In Lacs)

Particulars 2020-21 2019-20
Sales & Other Income 280898089.75 290391551.00
Profit before Finance Cost Depreciation & Tax 31239724.22 207437825.64
Finance Cost 8757130.69 175620263.18
Depreciation & Amortization Expenses 1482610.16 2595771.00
Profit before extraordinary items and Tax 20999983.37 29221791.46
Extra-Ordinary Items 1000000 1000000
Profit/(loss) before tax 19999983 28221791
Current Tax 5285696 6330373.26
Deferred Tax 191968 (93289)
MAT Credit Entitlement - -
Profit after Tax 14522320.00 21984708.00

FINANCIAL PERFORMANCE

Your Company's sales and other income Rs. 280898089.75/- as compared to Rs.290391551.00/- of previous year showing decline of 2.82%.The Company earned profit aftertax Rs. 14522320 as compared to Rs. 421984708.00 in previous year.

DIVIDEND

Recommendation of Final Dividend in the Board Meeting of Rs. 0.02/- per equity shareamounting to Rs. 2 06400/- (Two Lakh Six Thousand Four Hundred) as Total amount ofDividend.

TRANSFER OF RESERVES

Company has transferred 14522320.00/- amount to General Reserve.

LISTING INFORMATION

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.

SHARE CAPITAL

There is increase in the authorized share capital of the company as on 31st March 2021is Rs. 12.00 crores. The paid up share capital of the Company as on 31st March 2021 isRs. 103200000/-.

Name of Shareholders No. of Shares Issued
Mr. Sanjay Kumar Pathak 1634364 eq. shares
Mr. Rakesh Jha 1601964 eq. shares
Mr. Sandeep Kumar Jha 1349964 eq. shares
Mr. Sunil Kumar Rai 1429164 eq. shares
Mr. Anil Kumar Jha 1184400 eq. shares

SUBSIDIARIES AND ASSOCIATES COMPANIES

As on March 31 2021 your Company is having following Subsidiaries andAssociate:

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

9. Sharp Eagle Investigation Pvt. Ltd

10. Klass Gateways Travel Pvt. Ltd.

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 thisAnnual 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 2021 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 2021 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.

DEPOSITS

During the financial year 2020-21 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 RESPONSIBILITY

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

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 2020-21 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 Sudeshna Asis Chaudhury
7 Ashwini Jha
8 Pramod Kumar Tiwari Independent Director
9 Anita Jha
10 Puja Kumari
11 Authentic Healthcare Services Pvt. Ltd.
12 Authentic Developers Pvt. Ltd
13 RDS Allied Services Pvt. Ltd.
14 Ascent Keyboardlabs Technologies Pvt. Ltd. Subsidiaries
15 Vibrant Educare Pvt. Ltd
16 Kandarp Management Services Pvt Ltd
17 Reliable Agri Project Pvt. Ltd
18 Factoring Management Services Pvt. Ltd.
19 Sharp Eagle Investigation Pvt. Ltd
22 Lonacharya Consultants Pvt. Ltd.
23 Total Outsourcing Solution Private Limited
24 Investment in C-70 Joint Venture Enterprises Owned or Controlled by Key Managerial Personnel and / or their relatives
25 Klass Getawaya Travel Pvt. Ltd. Associate Company
26 Anjali Jha Relatives of Key Managerial Personnel
27 Anshu Jha
28 Meenu Rai
29 Meenakshi Pathak
30 Srishti Jha
a) Salary to Directors
Name FY 2020-21 FY 2019-20
Sanjay Kumar Pathak 1211774.00 1320000.00
Anil Kumar Jha 1143544.00 1200000
Rakesh Jha 909719.00 960000
Sunil Kumar Rai 909719.00 960000
Sandeep Kumar Jha 909719.00 960000

DIRECTORS

Mr. Anil Kumar Jha Whole-Time Director (DIN: 00912070) 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 2020-21.

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)

Mr. Parbind Jha: - Chief Financial Officer Ms. Niharika Gupta: - CompanySecretary

NUMBER OF BOARD MEETINGS OF BOARD OF DIRECTORS.

The Board of Directors duly met Four times during the financial year 2020-21 for whichproper notices were given and the proceedings were properly recorded in the Minutes Bookmaintained for the purpose.

1st Board Meeting — 29.06.2020 2nd Board Meeting -04.09.2020 3rd BoardMeeting-13.11.2020 4th Board Meeting-17.02.2021

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.

AUDITORS

M/s Ashutosh Pandey & Associates Chartered Accountants FRN 021376N appointedas Statutory Auditors for a period of 5 years in the 18th Annual General Meeting held asper the provisions of section 139 of the Companies Act 2013 therefore the appointment ofAuditors is required to be ratified by members at every Annual General Meeting. Theircontinuance of appointment and payment of remuneration are to be confirmed and approved inthe ensuing Annual General Meeting. The Company has received a certificate from the aboveAuditors to the effect that if they are reappointed it would be in accordance with theprovisions of Section 141 of the Companies Act 2013.

SECRETARIAL AUDITOR

The Board has appointed Mrs. Neha Mehra Practicing Company Secretary to conduct theSecretarial Audit of the Company for the financial year 2020-21. The Secretarial AuditReport is annexed herewith to this Report.

COST AUDIT

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 2021 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.

VIGIL MECHANISM

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.

ACKNOWLEDGEMENT

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 Sanjay Kumar Pathak
Dated:-04.09.2021 Chairman-cum-Managing Director

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