Your Director's have pleasure in presenting the Directors 'Report and the AuditedStatement of Accounts of the Company for the Financial Year ended 31st March2022.
1. FINANCIAL SUMMARY/HIGHLIGHTS:
The performance of the Company during the year has been as under:
|Particulars ||2021-2022 ||2020-2021 |
|Revenue from Operations ||70192314 ||26165530 |
|Other Income (Including Exceptional Items) ||0 ||0 |
|Total Expenses ||65854863 ||48900094 |
|Profit Before Tax ||4337451 ||(22734564) |
|Less: Provision for Taxation ||647492 ||(5294) |
|Profit/ (Loss) After Tax ||3689959 ||(22729269) |
|Other Comprehensive Income ||0 ||0 |
|Total Comprehensive Income ||0 ||0 |
|Earning per Equity Share- Basic & Diluted (in Rs.) ||0.62 ||(3.80) |
REVIEW OF OPERATIONS/STATE OF COMPANY'S AFFAIRS:
The total revenue of the Company for the Financial Year 2021-22 under review was Rs.70192314 as against Rs. 26165530 for the Previous Financial Year 2020-21. The companyrecorded a net profit of Rs. 3689959 for the Financial Year 2021-22 as against the netloss of Rs. -22729269 for the Previous Financial Year 2020-21.
2. CHANGE IN THE NATURE OF THE BUSINESS IF ANY
During the period under review and the date of Board's Report there was no change inthe nature of Business.
Pursuant to provisions of Section 134(3)(j) of the Companies Act 2013 the company hasproposed to transfer an amount of Rs. 36.89959 to general reserves account of the companyduring the year under review.
Keeping the Company's expansion and growth plans in mind directors have decided not torecommend dividend for the Financial Year.
5. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no major material changes and commitments affecting the financial position ofthe Company after the end of the financial year and upto date of this report.
6. BOARD MEETINGS
The Board of Directors duly met six (6) times during the Financial Year from 1stApril 2021 to 31st March 2022.
The dates on which the Board Meetings were held are 19.04.2021 12.08.2021 27.08.202111.11.2021 27.01.2022 and 02.03.2022.
7. appointment/re-appointment/resignation/retirementof directors /CEO/CFO AND KEYMANANGERIAL PERSONNEL
Mr. Subramaniyam Seetha Raman (DIN:06364310) appointed as the Managing Director of theCompany with effect from 27-01-2022 and Mrs. Bhuvaneswari Seetharaman is continuing in theboard of directors of the company as a non - executive director after resigning from theposition of Managing Director of the company.
As required under regulation 36(3) of the SEBI (LODR) Regulations 2015 briefparticulars of the Directors seeking appointment/re-appointment are given as under:
|Name of the Managing Director ||Subramaniyam Seetha Raman |
| ||DIN: 06364310 |
|Date of Birth ||13/07/1975 |
|Qualification ||B.SC |
|Expertise in specific functional areas ||He is into Business of Software consulting software development and sales force. He is an NRI and Green card holder of USA. He is having multiple Businesses in USA Canada and Mexico. He is a member of Audit Committee and Nomination and Remuneration Committee. |
|Names of Listed entities in which the person also holds the Directorship and the membership of Committees of the board ||NIL |
|Shareholding ||2973681 Equity Shares |
|Inter se relationship with any Director ||He is son of Non Executive Director Smt. Bhuvaneswari Seetharaman. |
8. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received declarations from Mr. Prakash Babu Kondeti and Mr. ChandraSekhar Pattapurathi Independent Directors of the Company to the effect that they aremeeting the criteria of independence as provided in Sub-Section (6) of Section 149 of theCompanies Act 2013 and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
The Independent Directors have also confirmed that they have complied with theCompany's Code of
In terms of Regulations 25(8) of the Listing Regulations the Independent Directorshave confirmed that they are not aware of any circumstance or situation which exists ormay be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgment and without any external influence.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
Independent Directors are familiarized about the Company's operations and businesses.Interaction with the Business heads and key executives of the Company is also facilitated.Detailed presentations on important policies of the Company are also made to thedirectors. Direct meetings with the Chairman are further facilitated to familiarize theincumbent Director about the Company/its businesses and the group practices.
9. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The assessment and appointment of Members to the Board is based on a combination ofcriterion that includes ethics personal and professional stature domain expertisegender diversity and specific qualification required for the position. The potential BoardMember is also assessed on the basis of independence criteria defined in Section 149(6) ofthe Companies Act 2013 and Regulation 27 of SEBI (LODR) Regulations 2015.
In accordance with Section 178(3) of the Companies Act 2013 and Regulation 19(4) ofSEBI (LODR) Regulations 2015 on the recommendations of the Nomination and RemunerationCommittee the Board adopted a remuneration policy for Directors Key Management Personnel(KMPs) and Senior Management. The Policy is available on the Company website:www.responseinformaticsltd. com
We affirm that the remuneration paid to the Directors is as per the terms laid down inthe Nomination and Remuneration Policy of the Company.
10. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act 2013and on the basis of explanation given by the executives of the Company and subject todisclosures in the Annual Accounts of the Company from time to time we state as under:
a) That in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;
b) That the Directors have selected such accounting policies and applied themconsistently and made judgment and estimates that are reasonable and prudent to give atrue and fair view of the state of affairs of the Company at the end of the financial yearand of the profit or loss of the Company for that period.
c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
d) That the Directors have prepared the annual accounts on a going concern basis:
e) That the Directors have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively; and
f) That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
11. INVESTOR EDUCTION AND PROTECTION FUND (IEPF)
During the Year no amount of dividend was unpaid or unclaimed for a period of sevenyears and the therefore no amount is required to be transferred to Investor Education andProvident Fund under the Section 125(1) and Section125 (2) of the Act.
12. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the year under review no Company has become or ceased to become itssubsidiaries joint ventures or associate Company.
13. INFORMATION ABOUT THE FINANCIAL PERFORMANCE/FINANCIAL POSITION OF THE SUBSIDIARIES/ASSOCIATES/JOINTVENTURES
During the Financial Year under review the Company does not have any subsidiariesjoint ventures or associate Companies.
14. ANNUAL RETURN
As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an annual return in MGT 7 isdisclosed on the website of the company www. responseinformaticsltd.com
a. Statutory Auditors
The members of the Company in accordance with Section 139 of the Companies Act 2013passed a resolution for appointment of M/s. BRR & Associates Chartered AccountantsHyderabad (Firm Number 013012S) as Statutory Auditors of the Company for a period of5years in the 21st AGM held on 29.09.2018 to hold office up to the conclusion of 26thAnnual General Meeting of the Company
Statutory Auditors Report
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2022 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the comingyears.
b. Secretarial Auditor
Pursuant to the provisions of Section 134(3) (f) & Section 204 of the CompaniesAct 2013 the Board has appointed Mr.V.B.S.S.Prasad Practicing Company Secretary(C.P.No:4605) as the secretarial auditor of the company who has undertaken SecretarialAudit of the Company for financial year ending 31.03.2022. The report of the SecretarialAuditor is enclosed herewith vide Annexure-I of this Report.
Secretarial Audit Report
The Board has duly reviewed the Secretarial Audit Report for the year ended March 312022 on the Compliances according to the provisions of Section 204 of the Companies Act2013 and as there are no adverse remarks by the Secretarial Auditor Board has notcommented.
c. Cost Auditor
In terms of the provisions of Section 148 of the Companies Act 2013 read with Rule 3& 4 of The Companies (Cost Record and Audit) Rules 2014 and all other applicableprovisions of the Companies Act 2013 the Cost Audit is not applicable to the Company.
16. INTERNAL AUDIT AND FINANCIAL CONTROLS
The Company has adequate internal controls consistent with the nature of business andsize of the operations to effectively provide for safety of its assets reliability offinancial transactions with adequate checks and balances adherence to applicable statuesaccounting policies approval procedures and to ensure optimum use of available resources.These systems are reviewed and improved on a regular basis. It has a comprehensivebudgetary control system to monitor revenue and expenditure against approved budget on anongoing basis.
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given loans Guarantees or made any investments during the yearunder review.
18. RELATED PARTY TRANSACTIONS
Company has formulated a policy on related party transactions which is also availableon Company's website. This policy deals with the review and approval of related partytransactions.
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There were no materialsignificant related party transactions made by the Company with the Promoters DirectorsKey Managerial Personnel or the Senior Management which may have a potential conflict withthe interest of the Company at large.
Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed FormAOC-2 is appended as Annexure IIwhich forms part of this Report.
19. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3) (m) of the Companies Act 1956 readwith Companies (Accounts) Rules 2014 are enclosed as Annexure III.
20. COMMITTEES: Information on Committees is included in the Corporate Governancereport.
21. VIGIL MECHANISM/WHISTLE BLOWER POLICY
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013read with Regulation 22 of SEBI (LODR) Regulations 2015 a vigil Mechanism for Directorsand employees to report genuine concerns has been established. It also provides fornecessary safeguards for protection against victimization for whistle blowing in goodfaith.
Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013. The same has been placed on the website of the Companyhttps://www.responseinformaticsltd.com/ codeofinsider/?id=investors
22. CORPORATE SOCIAL RESPONSIBILITY (CSR COMPOSITION OF CSR COMMITTEE AND CONTENTS OFCSR POLICY)
The provisions of section135 are not applicable to the Company.
23. PUBLIC DEPOSITS
Your Company has not accepted any deposits falling within the meaning of Sec.73 74& 76 of the Companies Act 2013 read with the Rule 8(v) of Companies (Accounts) Rules2014 during the financial year under review.
24. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS/REGULATORS/TRIBUNALS
There are no significant and material orders passed by the regulators/courts that wouldimpact the going concern status of the Company and its future operations.
25. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized recorded and reported correctly.
During the period under review there is no material or serious observations have beennoticed for inefficiency or inadequacy of such controls.
26. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
The Management Discussion and Analysis Report pursuant to Schedule V of SEBI (ListingObligation and Disclosure Requirements) Regulation 2015 is appended as Annexure V forinformation of the Members.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All the policies areavailable on our website https://www. responseinformaticsltd.com/policy/?id=investors.
28. ENVIRONMENT AND HUMAN RESOURCE DEVELOPMENT:
Your Company always believes in keeping the environment pollution free and is fullycommitted to its social responsibility. As the company operates in Information Technologysector environmental pollution issues will not arise.
29. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWNAND THE NAME OFE VERY EMPLOYEE AS PER RULE 5(2)&(3) OF THE COMPANIES (APPOINTMENT& REMUNERATION) RULES 2014:
INFORMATION AS PER RULE 5(1) OF CHAPTER XIII COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014
|S.No. Disclosure Requirement ||Name of Di- rector/ KMP ||Designation ||Yearly remuneration ||Ratio to median remuneration |
|I Ratio of Remuneration of each Director to the median remuneration of the employees of the Company for the financial year: ||Mrs. Bhu- vaneswari Seetaraman ||Managing Director up to 21 January 2022 ||1100000 ||2.36 |
| ||Mr. Subra- maniyam Seetha Raman ||Managing Director from 22 January 2022 ||NIL* ||Nil |
|II Percentage increase in the remuneration of each Director Chief Financial Officer Company Secretary or Manager if any in the financial year ||Mr. Subra- maniyam Seetha Raman ||Managing Director ||NIL* ||Nil |
| ||K. Ravi Kumar ||Company Secretary ||1200000 ||50% |
| ||M Rama Krishna Prasad ||Chief finance Officer ||1500000 ||Nil |
*Note: 1. Mr. Subramaniyam Seetha Raman was appointed on 22 January 2022 as thepermission of Central government to be received he was not paid any remuneration in thatfinancial year.
iii. Percentage increase/ (decrease) in the median remuneration of employees in theFY 2021-22 : 29%
iv. Number of permanent employees on the rolls of the company as on March 31 2022 :67
v. Average percentile increase already made in the salaries of employees other thanthe managerial 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:
Not Applicable since there is no increase in managerial remuneration.
vi. The key parameters for any variable component of remuneration availed by theDirectors:
Not applicable as there is no variable component of remuneration availed by theDirectors. However commission is payable to Managing Director and Independent Directorsof the Company depending on the net profit for the financial year not exceeding theoverall limit as per section 198 read with schedule V of the Companies Act 2013.
vii. Affirmation that the remuneration is as per the remuneration policy of theCompany:
The Company is in compliance with its remuneration policy.
INFORMATION AS PER RULE 5(2) OF CHAPTER XIII THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
Names of top ten employees of the company in terms of remuneration drawn
|S.No. ||1 ||2 ||3 ||4 ||5 ||6 ||7 ||8 ||9 ||10 |
|Name of the Employee ||MRama Krishna Prasad ||Vishwanath Sharma ||K Ravi Kumar ||Sunil Sharma ||Nagendra CH ||Ashutosh Verma ||Sai Rupa Rao ||Swarna Priya T ||Swagathika Sahoo ||Palakonda Kiran Kumar |
|Designation ||Chief Financial Officer ||Delivery Head ||Company Secretary ||Vice President ||Delivery Manager ||Vice President ||Sr. Manager HR ||Delivery Manager ||Team Lead ||Team Lead |
|Age & Experience in yrs ||58 ||49 ||68 ||50 ||37 ||55 ||37 ||41 ||39 ||37 |
|Date of Joining ||01-07-2019 ||21-06-2021 || ||01-06-2020 ||05-06-2020 ||01-09-2021 ||19-09-2019 ||30-11-2020 ||01-04-2020 ||30-03-2021 |
|Remuneration per anum (Rs. In lakhs) ||1500000 ||1450000 ||1200000 ||1140000 ||820000 ||750000 ||740000 ||690000 ||580000 ||570000 |
|Previous Employment & Designation || || || || || || || || || || |
|Nature of employment whether contractual or otherwise ||Employee ||Employee ||Employee ||Employee ||Employee ||Employee ||Employee ||Employee ||Employee ||Employee |
|The percentage of eguity shares held by the employee in the company ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil |
|Whether any such employee is a relative of any director or manager of the company and if so name of such director or manager ||No ||No ||No ||No ||No ||No ||No ||No ||No ||No |
(viii) Particulars of employees posted and working in a country outside India notbeing Directors or their relatives drawing more than sixty lakh rupees per year or fivelakh rupees per month as the case may be as may be decided by the Board need not becirculated to the members in the Report but such particulars shall be filed with theRegistrar of Companies while filing the financial statement and the Report:
Not Applicable as no employee was posted in a Country outside India for working onbehalf of the Company.
(ix) Particulars of employees drawing remuneration aggregating to Rs.1.02 crores perannum employed during the year 202122 and employees drawing remuneration of Rs.8.5 lakhsper month employed for the part of financial year:
Not applicable as no employee was drawing remuneration aggregating to Rs.1.02 croresper annum employed during the year 202122 and employees drawing remuneration of Rs.8.5lakhs per month employed for the part of financial year.
30. RATIO OF REMUNERATION TO EACH DIRECTOR
No other Director has drawn any remuneration except Smt. Bhuvaneswari Seetharaman andhence the ratio of remuneration doesn't arise.
31. CODE OF CONDUCT COMPLIANCE:
All Members of the Board and Senior Management have affirmed compliance to the Code ofConduct for the Financial Year 2021-22. A declaration signed by the Managing Directoraffirming compliance with the Company's Code of Conduct by the Board of Directors andSenior Management for the Financial Year 2021-22 as required under Regulation 26(3) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is included inthe Corporate Governance Report which is appended as Annexure 'IV' and forms part of thisReport.
32. MECHANISM FOR EVALUATION OF THE BOARD
The Nomination and Remuneration Committee lays down the criteria for performanceevaluation of Independent Directors Board of Directors and Committees of the Board.
The criteria for performance evaluation is based on the parameters like attendance andparticipation at the meetings of the Board and Committees thereof contribution tostrategic decision making review of financial statements business performance.
The evaluation of Board of Directors is performed by the Board after seeking all theinputs from the Directors and the Board Committees by seeking inputs from the Committeemembers.
The performance evaluation of the individual directors is done by the Nomination andRemuneration Committee.
The performance evaluation of nonindependent directors the Board as a whole and theChairman is done by a separate meeting of Independent Directors after taking inputs fromthe Executive directors.
33. SECRETARIAL STANDARDS
The Company is in compliance with the applicable secretarial standards.
34. EVENT BASED DISCLOSURES
During the year under review the Company has not taken up any of the followingactivities except as mentioned:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock options scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of itsshares: NA
5. Buyback shares: NA
6. Disclosure about revision: NA
Events after the end of the financial year:
7. Preferential Allotment of Shares: YES
(a) The allotment of shares on Preferential basis was approved in the Extra-ordinarygeneral meeting held on 5th April 2022 and allotment was made on 22ndApril 2022
|S Name and Address of the .. Shareholder No. ||Total No of Shares Allotted ||Nominal Value of Shares issued at Rs. 10/- per Share ||Distinctive no's |
| || || ||From ||to |
|Mr. Kishore Kumar Ganji Villa15 1 Meenakshi Bamboos Gachibowli Hyderabad-500032. ||500000 ||5000000 ||6050301 ||6050301 |
|Orabase Solutions LLP 2 1 ST FLOOR PLOT NO 260 GUTTALA BEGUMPET KAVURI HILLS HYDERABAD - 500081 ||500000 ||5000000 ||6550301 ||7050300 |
|Mr. M. Sunil Kumar 3 Villa23 Aparna County Miyapur Hyderabad-500049. ||500000 ||5000000 ||7050301 ||7550300 |
|Total ||1500000 ||15000000 || || |
The said issue was approved by the share holders in Extraordinary general meeting ofthe company held on 05 April 2022. In compliance with the said approval the companyallotted 1500000 equity shares on 22 April 2022.
As a result the paid up capital of the company was increased to rupees 74764000.
(b) The registered office of the company was shifted from Spaces & More BusinessPark E1 5th Floor 1-89/A/8/C/2 Vittal Rao Nagar Madhapur Hyderabad TG 500081 to Plotno 42 Nagarjuna Hills Punjagutta Hyderabad-500082 Telangana
35. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (IBC):
There is no application filed for corporate insolvency resolution process by afinancial or operational creditor or by the company itself under the IBC before the NCLT.
36. MD/CFO CERTIFICATION:
The Managing Director and CFO certification of the financial statements for the year2021-2022 is annexed in this Annual Report as Annexure VII.
37. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and AmendedRegulations 2018. The Insider Trading Policy of the Company lays down guidelines andprocedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation. The policy has been formulated toregulate monitor and ensure reporting of deals by employees and to maintain the highestethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website https://www.responseinfonriaticsltd.coiTi/codeofinsider/?id=investors.
The Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of the Company.Directors also wish to place on record their appreciation of business constituents banks other institutions and shareholders of the Company for their continued support for thegrowth of the Company.
|For and on behalf of the Board of Directors |
|Subramaniyam Seetha Raman |
|Managing Director |
|(DIN: 06364310) |
|Place: Hyderabad |
|Date: 24-08-2022 |