The Board of Directors hereby submits the report of the business and operations of yourCompany along with the audited financial statements for the financial year ended March31 2020.
Financial Results: Rs. In Lakhs
| ||2019-20 ||2018-19 |
|Income ||153.34 ||52.99 |
|Other Income ||1.11 ||-- |
|Cash Profit/Loss ||-57.63 ||6.27 |
|Depreciation and Amortization ||2.69 ||0.80 |
|Profit before Taxes ||-60.32 ||5.47 |
|Provision for Taxation ||0.98 ||1.67 |
|Net Profit/Loss ||-58.61 ||3.80 |
Note: Previous year figures have been regrouped wherever necessary.
During the financial year the company sales revenue is Rs. 153.34 Lakhs as against Rs.52.99Lakhs. However the Company has incurred losses due to increase in Employee Expenses.The company has taken Highly qualified sales force personnel and building teams foroffshore and domestic Business. The Board foresees turnaround in Business in the comingyears.
ISSUE OF SECURITIES SHARE CAPITAL
The paid-up Equity Share Capital of the Company stood at Rs. 59764000 (5976400shares of Rs. 10/- each) as on March 31 2020. There was no change in the paid up EquityShare Capital in the Financial Year 2019-20.
TRANSFER OF UN-CLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION:
There is no such amount of Un-paid or Unclaimed Dividend to be transferred to InvestorEducation and Protection Fund for the financial year ended 31st March 2020 as the Companyhas not declared any dividend till date.
The Company has not accepted any public deposits during the Financial Year ended March31 2020 and as such no amount of principal or interest on public deposits wasoutstanding as on the date of the Balance sheet. Since the Company has not accepted anydeposits during the Financial Year ended March 31 2020 there has been no non-compliancewith the requirements of the Act.
Mr. Seetha Raman Subramaniyam (DIN: 06364310) aged 43 years is a Non Resident Indian.He completed his graduation in Science from Osmania University. He is having around twodecades of experience in the areas of software development IT consulting and sales. He ishaving Business in USA and a green card holder of USA. He is member of Audit CommitteeNomination & Remuneration Committee.
DECLARATION BY INDEPENDENT DIRECTORS
The Board has received the declaration from all the Independent Directors as per theSection 149(7) of the Act and Regulation 16(1)(b) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ('the ListingRegulations') and the Board is satisfied that all the Independent Directors meet thecriteria of independence as mentioned in Section 149(6) of the Act and Regulation 16(1)(b)of the Listing Regulations.
NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES
None of the Independent Directors has any pecuniary relationship or transactions withthe Company which in the Judgment of the Board may affect the independence of theDirectors.
POLICIES ON APPOINTMENT OF DIRECTORS AND REMUNERATION
Your Company recognizes the importance and benefits of having the diverse Board toenhance quality of its performance and has adopted a Policy on Board Diversity formulatedby the Nomination and Remuneration Committee. The Company's Remuneration Policy has laiddown a framework for remuneration of Directors (Executive and Non-Executive) KeyManagerial Personnel and Senior Management Personnel.http://www.responseinformaticsltd.com//
NUMBER OF MEETINGS OF THE BOARD
Six Board Meetings were held during the financial year. The details of the Board andvarious Committee meetings are given in the Corporate Governance Report.
PERFORMANCE EVALUATION OF DIRECTORS AT BOARD AND INDEPENDENT DIRECTORS' MEETINGS
Pursuant to the provisions of the Act and Listing Regulations the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its various Committees for the financial year2019-20. The evaluation was conducted on the basis of a structured questionnaire whichcomprises performance criteria such as performance of duties and obligations independenceof judgement level of engagement and participation attendance of directors theircontribution in enhancing the Board's overall effectiveness etc. The Board has expressedtheir satisfaction with the evaluation process. The observations made during theevaluation process were noted and based on the outcome of the evaluation and feedback ofthe Directors the Board and the management agreed on various action points to beimplemented in subsequent meetings. The observations included those relating to furtherimprovement in participation and deliberations at the meetings and conduct of themeetings circulation of board presentations and its content.
The independent directors met on 30th March 2020 without the presence ofother directors or members of Management. All the independent directors were present atthe meeting. In the meeting the independent directors reviewed performance of non-independent directors the Board as a whole and Chairman. They assessed the qualityquantity and timeliness of flow of information between the Company management and theBoard.
KEY MANAGERIAL PERSONNEL
There was no change (appointment/resignation) in the key managerial personnel namelyManaging Director and the Company Secretary of the Company during the financial year.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Companies Act 2013 with respect to the Directors'Responsibility Statement the Board of Directors of the Company hereby confirms:
In the participation of Annual Accounts the applicable accounting standards havebeen followed and that there have been no material departures.
The 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 as at March 31 2020 and loss to theCompany for that period.
The Directors had taken proper and enough 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.
The Directors had prepared the Annual accounts on a going concern basis.
The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
As stipulated under Regg.34 read with Schedule V Part B of SEBI(LODR)2015 forthe year under review The Management is exploring new opportunities of Business in USAmarkets. Due to Covid 19 pandemic the markets are facing slowdown in their operations andaccordingly the economy is in down trend. However the Management is confident and expectsa turnaround from this year end and the coming year will be looking promising.
The global economy has been going through a slowdown over the past few years. As perthe World Economic Outlook released by IMF in January 2020 the Global growth is projectedto rise from an estimated 2.9 percent in 2019 to 3.3 percent in 2020 and 3.4 percent for2021a downward revision of 0.1 percentage point for 2019 and 2020 and 0.2 for 2021.However the latest reports amidst the pandemic (COVID-19) crisis suggest that the worldeconomy might see a downward trend for 2020 compared to previous years.
The UN 'Economic and Social Survey of Asia and the Pacific (ESCAP) 2020: Towardssustainable economies' said that COVID-19 is having far-reaching economic and socialconsequences for India with strong cross border spillover effects through trade tourismand financial linkages. According to the latest IMF report India would see a huge dip interms of GDP growth for 2020 but will bounce back in 2021. Indian GDP growth is expectedto fall to 1.9% in 2020 from 4.2 in 2019.
Indian IT-BPM Sector
The National Association of Software and Services Companies (NASSCOM) in its TECHADE2020 report mentioned that the IT-BPM sector's revenue grew 7.7% year-on-year to $191 bnin FY2020 compared to $177 bn in FY19. The exports grew by 8.1% to $147 bn. The digitalrevenue share is between 26-28% for FY20. Post COVID several analysts have cautioned thatthere will be a decrease in the IT spend by enterprises. However there are few industriessuch as Healthcare Education Communications and others that are seeing a positiveimpact which may continue in the long term as well.
Security is critical
Security of systems has become the top priority for organizations as they try toidentify and mitigate them vulnerabilities that may crop up with the requirement to workfrom home.
Focus on User Experience (UX)
User interface is the face of an application which should be presentable appealingaesthetic and intuitive. Moving everything to digital will result in more UX testingopportunities.
Emerging post COVID
The change in the consumer behaviour combined with elimination of human to human touchwill lead to evolution of new. After this crisis the need for unprecedented coordinationplanning and execution adeptness from governments corporates and citizens to manoeuvretechnology will emerge as the fundamental bedrock in orienting the outcomes towardsgreater good at lesser cost. Retail banking finance education healthcare virtualmeetings - the world is going to witness more and more online transactions. Enterpriseswill not be left with choice anymore and have to digitalize everything internal andexternal. This leads to assurance of online and secured transactions.
Industries that see the light
The future is uncertain for every organization of the world. No one knows for sure wheneverything will get back to normal and whether this normal will be anything like thenormal that we know. Whatever the next
normal be we at Response Informatics Ltd are working on developing &fortifying our future-forward capabilities to support industries through and after thecrisis. Gartner predicts that all the industries will be materially impacted directly orindirectly due to the impact of COVID-19 in regular operations. Many organizations willface a slowdown but some industries will have a positive overall impact on technologyinvestments compared to others. Banking & Securities Insurance ManufacturingRetail & Transportation industries have been the most affected by the Coronavirusoutbreak and uncertainty looms over the long-term impact on all of them. TheCommunications Education Public Sector and Healthcare industries are seeing a positiveimpact which may continue in the long term as well.
Opportunities and Threats
Though there may be a slumping business for 2 quarters but more and more enterpriseswill focus on accelerating the digital transformation journey so we see lot ofopportunities. The pandemic is not slowing down and enterprises have tightened theirwallets. However the change in consumer behaviour due to COVID has resulted in newchannels and. While enterprises will cut down the costs there will be an equal pressureon their IT teams to deliver the seamless experience to its customers thus leading tomore offshore shift.
Even amidst such a global crisis Response Informatics Ltd can win logos. We areconfident that emergence of new will get new business and we will empower businessresilience through our AI-driven quality engineering. We are hopeful that the economy willbe back on track on a few months. While key industries like Communications HealthcarePublic Sector and Education are continuing to grow there is a dip in Travel &Hospitality where Response Informatics Ltd is focusing. Response Informatics Ltd looksforward to adopting state-of-the-art digital practices and assisting companies toactualize their business goals. We aim for penetrating into new geographies winning newclients across industry and domains and further strengthening our leadership.
HR is critical in ensuring that our most asset employees are empowered enabled andsupported in driving our key business objectives. Our policies processes and practicesare centred around to attract engage empower and retain the best and the brightesttalent. Over the last year HR has focused on continuous process reengineering automationand bringing in innovative ways of employee engagement.
Risks and concerns
While the U.S. contributes to a major of Response Informatics Ltd's revenue ResponseInformatics Ltd has been planning expansion across geographies such as Canada & AsiaPacific and focusing on strategies to enhance revenues from existing geographies.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Act read with Rule 12 of theCompanies (Management and Administration) Rules 2014 the extract of the annual return inform MGT-9 is annexed as Annexure - A.
DISCLOSURES AS PER THE SECTION 134 OF THE ACT READ WITH RULE 8 OF THE COMPANIES(ACCOUNTS) RULES 2014
CONSERVATION OF ENERGY TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information with respect to the conservation of energy technology absorption foreignexchange earnings and outgo pursuant to provisions of Sec. 134(3)(m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 is prepared and annexed as AnnexureB to this report.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Board of Directors has adopted whistle Blower policy. The Whistle Blower policyaims for conducting the affairs in the fair and transparent manner by adopting higheststandards of professionalism honest integrity and ethical behavior. All permanentemployees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the chairperson of the audit committee inexceptional cases. The Whistle Blower Policy/Vigil Mechanism is uploaded on the Company'swebsite:_http://www.responseinformaticsltd.com//
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
There were no entity(ies) which became or ceased to be subsidiaries joint ventures orassociate companies of the Company during the financial year ended March 31 2020.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The internal control systems are adequate to the size and nature of operations of thecompany.
NO FRAUDS REPORTED BY STATUTORY AUDITORS
During the Financial Year 2019-20 the Auditors have not reported any matter undersection 143(12) of the Companies Act 2013 therefore no detail is required to bedisclosed under section 134(3) (ca) of the Companies Act 2013.
COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable for the business activitiescarried out by the Company.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprised of following directors namely Mr. P. Chandra Sekhar -Chairman Mr. K. Prakash Babu Member and Mr. Subramaniyam Seetha Raman Member.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee consists of the following Directors namelyMrs. Bhuvaneswari Seetharaman Member Mr. Subramaniyam Seetha Raman Member and Mr. P.Chandra Sekhar Chairman.
BRIEF DESCRIPTION OF TERMS OF REFERENCE
Identifying persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down and recommend to the Board fortheir appointment and removal;
Carry on the evaluation of every director's performance;
Formulation of the criteria for determining qualifications positive attributes andindependence of a director;
Recommend to the Board a policy relating to the remuneration of the directors keymanagerial personnel and other employees; Formulation of criteria for evaluation ofindependent Directors and the Board;
Devising a policy on Board diversity; and
Any other matter as the Board may decide from time to time.
NOMINATION AND REMUNERATION POLICY The objective of the Policy-
To lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.
To determine remuneration based on the Company's size and financial positions andtrends and practices on remuneration prevailing in peer companies.
To carry evaluation of the performance of Directors.
To provide them rewards linked directly to their effort performance dedication andachievement relating to the Company's operations.
To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and to create competitive advantage.
PARTICULARS OF LOANS GUARANTEES & INVESTMENTS UNDER SECTION 186
The company has neither issued any Loans guarantees nor made any investments duringthe Financial Year.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO SEC. 188(1).
The Company has not entered any contracts or arrangements with related parties referredpursuant to section 188(1) during the Financial Year.
There were no material changes and commitments affecting the financial positionof the Company which has occurred between the end of the financial year of the Company andthe date of the Directors' report.
There are no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future.
No equity shares were issued with differential rights as to dividend voting orotherwise.
No equity shares (including sweat equity shares) were issued to employees ofyour company under any scheme.
The company has not resorted to any buy back of its equity shares during theyear under review.
There was no change in the nature of business of the Company.
There was no fraud reported by the Auditors of the Company under the Section143(12) of Act to the Audit Committee.
PARTICULARS OF EMPLOYEES
No employee of the company is in receipt of remuneration in the financial year inexcess of the limits specified and whose particulars are required to be disclosed pursuantto Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
CHANGE IN NATURE OF BUSINESS
There is no change in the Company's nature of business during the financial year endingMarch 31st 2020.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS
No such orders have been received.
MATERIAL CHANGES AND COMMITMENTS
There are no Material changes and commitments in the business operations of the Companyfrom the Financial Year ended 31st March2020 to the date of signing of the Director'sReport.
At the Annual General Meeting held on 29thSeptember 2018 M/s BRR &Associates Chartered Accountants Hyderabad were appointed as statutory Auditors of theCompany to hold office till the conclusion of the Annual General Meeting to be held in thecalendar year 2024.
Pursuant to Sec138 of the Companies Act2013 read with Rule 13 of the CompaniesAccounts Rules2014 the company has internal audit system commensurate with the Businessof the company.
Mr. Kanneganti Ravi Kumar is Company Secretary cum Compliance officer of the company.
Secretarial Audit Report pursuant to the provisions of Section 204 of the Act for thefinancial year 2019-20 issued by Mr. V.B.S.S. Prasad Practicing Company Secretary(Certificate of Practice No. 4605) (Membership No. FCS 4139) is annexed to this report as Annexure-D.The report does not contain any qualification reservation or adverse remark.
ANNUAL SECRETARIAL COMPLIANCE REPORT
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08 2019 read withRegulation 24(A) of the Listing Regulations has directed listed entities to get theAnnual Secretarial compliance audit done from a Practicing Company Secretary with respectto all applicable SEBI Regulations and circulars/ guidelines issued thereunder. FurtherSecretarial Compliance Report dated June 24 2020 was given by Mr. VBSS PrasadPracticing Company Secretary which was submitted to Stock Exchanges within 60 days of theend of the financial year. The Secretarial Compliance Report does not contain anyqualification reservation or adverse remark.
Pursuant to the provisions of Section 118 of the Companies Act 2013 the Company hascomplied with the applicable provisions of the Secretarial Standards issued by theInstitute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the MD certification is attached with theannual report as Annexure- E.
Pursuant to Schedule V to the Listing Regulations the following Reports/Certificatesform part of the Annual Report:
the Report on Corporate Governance;
the Certificate duly signed by the Managing Director and Director on theFinancial Statements of the Company for the year ended March 31 2020 as submitted to theBoard of Directors at their meeting held on 31-07-2020;
the Management Discussion & Analysis Report
The Secretarial Auditors' Certificate on Corporate Governance is annexed to this reportas Annexure-F ACKNOWLEDGEMENTS
The board wishes to place its deep sense of gratitude to all the employees for theirvaluable co-operation and contribution. The board also thanks all Government/statutoryorganizations for their support extended to the company.
During the Financial year ended 31st march 2020 the company has notreceived any Complaints pertaining to Sexual Harassment. The board is also grateful toBanks and all those associated with the company for their co-operation and help.
|Place: Hyderabad ||For and on behalf of the Board |
|Date: 24.08.2020 ||For Response Informatics Limited |
| ||Bhuvaneswari Seetharaman |
| ||Managing Director |