Dear Members of Route Mobile
Your Directors are pleased to present the Eighteenth Annual Report of Route MobileLimited (Company/ RML/ Route Mobile') along with the audited financial statements(consolidated as well as standalone) for the financial year ended March 31 2022. ThisBoard's Report is prepared based on the standalone financial statements of the Company forthe year under review and also present the key highlights of performance of subsidiariesand their contribution to the overall performance of the Company during the year underreview.
1. Corporate Overview
Route Mobile provides real-time connected customer experiences with its advancedCustomer Experience Platform as a Service (CXPaaS) globally. With omnichannel workflowsand a data-centric approach our comprehensive CXPaaS solutions help businesses to createreal-time smart and conversational customer experiences. Our range of enterprisecommunication services include smart solutions in A2P Messaging Voice Email and SMSFiltering Analytics & Monetization. Founded in 2004 Route Mobile is a publiclylisted company and among the leading Cloud Communications Platform service provideroffering Communication Platform as a Service
(CPaaS) solutions. We cater to enterprises over-the- top (OTT) players and mobilenetwork operators (MNO) and our portfolio comprises solutions in messaging voice emailSMS filtering analytics and monetization. We deliver an entire communication productstack based on a CPaaS principals infusing Conversational AI across a broad range ofindustries including social media companies banks and financial institutions e-commerceentities and travel aggregators. Route Mobile is headquartered in Mumbai India with aglobal presence spread across Asia Pacific Middle East Africa Europe and the Americas.The Company did maiden public offer of its equity shares in September 2020 and made itsdebut on the Indian bourses BSE Limited (BSE Scrip Code: 543228) & NationalStock Exchange of India Limited (NSE Symbol: ROUTE) on September 21 2020. TheCompany by close of this financial year ranks among the top 500 listed companies in India.(Rank 335 as on March 31 2022. Source: NSE).
2. State of the Affairs of the Company
The performance of our omni-channel communication & other businesses are detailedout in the Management Discussion and Analysis Report which forms part of the AnnualReport.
3. Financial Summary and Highlights
| || || |
(Rs. in Crores except per equity share data)
|Particulars || |
For the financial year ended March 31 2022
For the financial year ended March 31 2021
| ||Consolidated ||Standalone ||Consolidated ||Standalone |
|Total Income ||2022.09 ||374.02 ||1422.16 ||387.96 |
|EBITDA (Non-GAAP) ||257.63 ||23.99 ||175.66 ||32.90 |
|Profit before Tax ||195.22 ||33.42 ||161.55 ||29.77 |
|Less: Current tax ||30.71 ||8.24 ||29.78 ||6.83 |
|Deferred Tax Charge/(Credit) ||(5.57) ||(2.58) ||(0.99) ||0.61 |
|Profit for the Year ||170.08 ||27.76 ||132.76 ||22.33 |
|Total other comprehensive income (net of tax) ||1.25 ||(0.57) ||1.30 ||(0.10) |
|Total comprehensive income for the year ||171.33 ||27.19 ||134.06 ||22.23 |
|Earnings per share (EPS) || || || || |
|Basic ||27.82 ||4.65 ||24.76 ||4.15 |
|Diluted ||27.82* ||4.65* ||24.23 ||4.06 |
* Anti - Diluted
4. Update on COVID-19 Response & related measures
With Govt. of Maharashtra's Mission Begin Again' directives dated October 142020 we gradually resumed office in Mumbai with the presence of critical staff initiallyand normalcy was restored by the March 2021.
Wellness Work from Home & Vaccination Efforts:
With the second wave of COVID-19 hitting India especially major cities like Mumbaiwhere our registered and corporate office is located and further pursuant to Govt. ofMaharashtra directive dated March 27 2021 announcing state wide lockdown and keeping inmind the health and safety of our employees we again decided to work from home'like we did in 2020. Likewise at the start of the year this time again our CEO hadissued work from home' instruction much earlier on March 23 2021 keeping in mindthe health and well-being of all employees.
Notwithstanding the same we continued to operate at full strength with no materialdisruption to our business and servicing our customers. Further to the lifting of thelockdown restrictions by the Govt. of Maharashtra offices started operating at fullstrength from around October 2021. The Company at its own cost facilitated vaccinationfor all employees of the company including their spouse and children. As on the date ofthis report barring some exceptions all employees of the company are fully vaccinated.
The COVID-19 pandemic continued to grip the world over most of fiscal 2022. Howeverlike the last fiscal our business did not witness much negative impact of the pandemic.COVID-19 crisis has brought about years of change in the way companies in all sectors andregions do business; companies have accelerated the digitization of their customer andsupply-chain interactions and of their internal operations by three to four years as theyrecognize technology's strategic importance as a critical component of the business notjust a source of cost efficiencies. It is in this context that we see the use ofinformation systems to continue in the same vein for some time in the foreseeable futureas during the lockdown. Digital transformation technologies such as Cloud Internet-of-Things (IoT) Blockchain (BC) Artificial Intelligence (AI) and Machine Learning (ML)constitute a bulk of what is being adopted by organizations as part of theirtransformation effort. Along with the surge in the use of digital technologies we are nowwitnessing a rise in online fraud scams intrusions and security breaches.
The pandemic has created a scenario of insecurity that is inviting fraudsters toexploit the crisis situation by extracting money or information or by creatingvulnerabilities. Digital payments and digital currencies are likely to have a key role inthe post-pandemic situation. As digital payments are contact-less they will be encouragedby governments and will likely see a surge. This will also be boosted by the gig economyand work from home situations. Issues of surveillance and privacy are gaining prominencewith digital usage during lockdowns.
Post-pandemic these measures of monitoring populations for epidemiological reasonswith digital means are likely to continue and become prevalent. Many users are beginningto rely on digital resources extensively some for the first time and are becomingtargets for fraud and scams. We examine the possible scenarios in this surge ininformation technology usage during and post the pandemic.
Our estimation of these effects assumes that there was a digital transformation alreadyunderway before the pandemic set in and it will take certain forms owing to the impactof the lockdowns.
Digital marketing and digital communication became an ever more critical channel forenterprises to acquire retain and serve customers. The impact of COVID-19 unlike in manyother industries has been overall positive for the digital marketing and digitalcommunication industry.
Omni-channel digital communication is a direct beneficiary of these decisions taken byenterprises and we have witnessed positive impact on our business through fiscal 2022despite the pandemic.
5. Business Overview Company's Performance and Note on Financial and Operations
Founded in 2004 Route Mobile is a publicly listed company and among the leading CloudCommunications Platform service provider offering Communication Platform as a Service(CPaaS) solutions. We cater to enterprises over-the-top (OTT) players and mobile networkoperators (MNO) and our portfolio comprises solutions in messaging voice email SMSfiltering analytics and monetization.
Our customers include some of the world's largest and well-known organisationsincluding a number of Fortune Global 500 companies.
Our total income on a consolidated basis increased by 42.18% and profit went up by28.11%. On a standalone basis total income decreased by 3.60% though through operationalefficiencies PAT went up by 24.32%.
Acquisitions during FY 2021-22: future high-growth markets to support turbo-chargedgrowth:
Omni-Channel communication and Customer Experience Platform as a Service (CXPaaS)space is transforming rapidly amid great uncertainty as relentless innovation powers thedevelopment of new services and business models while often creating faster or lower-costways of doing what's possible today. Several macro trends are at play that tend to leadlarge CXPaaS companies to seek even greater scale deeper customer knowledge andcomprehensive end-to-end solutions while pushing smaller firms toward niches in aparticular value chain. As potential future business models multiply and evolvecomplexity convergence and the need for scale and speed to market are all acceleratingeach other.
M&A can create value particularly when the deal creates a difficult-to-replicatecorporate competitive advantage and therefore M&A capability building is of criticalimportance. Our M&A objective is integration of a complete value chain aligned tocustomer demand for a particular comprehensive end-to-end solution. Verticalizationrepresents a merging of value chain capabilities alongside a drive to tailor services toindustry-specific customers.
Masivian S.A.S.: During the year your company through Route Mobile (UK) Limited(wholly-owned subsidiary of the company) acquired 100% equity of Masivian S.A.S. Colombia("Masivian"). Masivian is a leading cloud communications platform serviceprovider in Latin America with leadership position in Colombia and Peru as well as apresence in several countries in the region. Masivian's differentiated and well-adaptedcloud communication platform security & data analytics offer a comprehensive suite ofcommunications marketing and unique AI-powered products for enterprises.
Masivian offers multichannel notification services through SMS Email as well asVoice serving marquee clients across Colombia & Peru. For the Year ended March 312022 Masivian had a consolidated Revenue of US$ 8611702 and Profit after tax of US$784715 (the financial details refer to the post-acquisition period from November 122021 to March 31 2022). Masivian presents a sizable opportunity that can be tapped fromlocal enterprises as well as with global OTT's leveraging its added geographicalstrengths like direct connectivity cost efficiencies and local presence in the Andeanregion. Masivian is primarily based in Colombia and Peru which also presents an excellentnear-shore talent
pool and operational hub for supporting customers in the Americas.
M.R Messaging FZE: As part of inorganic growth strategy in Europe and South Africaduring the year your company through Routesms Solutions FZE (wholly-owned subsidiary ofthe company) acquired 100% equity of M.R Messaging FZC UAE ("MRM"). MRMis involved in the business of CPaaS (Communication Platform as a Service) solutionsincluding A2P messaging number lookup and 2-way messaging offered to enterprises as wellas aggregators using its technology platform. MRM owns 100% of Mr Messaging (Holding)Limited (incorporated in Malta). The latter owns 100% of Mr Messaging Limited(incorporated in Malta) which in turn owns 100% of Mr Messaging South Africa (Pty)Limited. The acquisition will help deepen your Company's business mainly in Europe andSouth Africa over the near term.
Audited Revenue of the Consolidated MRM for the financial year ended March 312022 wasEUR 6426679 and Profit after tax for the period was EUR 1271428 (revenue for thepost-acquisition period from March 1 2022 to March 31 2022).
Interteleco International for Modern Communication Services:
As part of inorganic growth strategy in GCC region during the year your companythrough Routesms Solutions FZE (wholly-owned subsidiary of the company) acquired 49%(legal shareholding/effective ownership) along with additional 41% of economic &beneficial interest (including profits dividends voting and distributions) ofInterteleco International for Modern Communication Services Kuwait ("Interteleco").This acquisition of Interteleco will help the Company establish direct presence in Kuwaitand thus augment its business horizons and integrate its business verticals in Kuwait. Forthe year ended March 31 2022 Interteleco generated a revenue of KWD 636564 with aprofit of KWD 88420 (the financial details refer to the post-acquisition period fromDecember 1 2021 to March 31 2022).
Send Ciean: During the year the Company acquired through a Business TransferAgreement (BTA') with Sarv Webs Private Limited Rajasthan India ("Sarv")intellectual property (software') and its associated identified customer contracts(business') on a slump sale basis. Sarv provides an AI enabled cloud-based emailplatform which enables enterprises to transmit transactional and promotional emails totheir clients. The platform also provides extensive reporting and analysis dashboardswhich enable enterprises to evaluate the performance of their customer outreach programs.Through this acquisition and by integrating Sarv's email communication technology withRoute Mobile's CxPaaS (Customer Experience Platform as a Service) platform your Companywould be enabled to deliver unified and unparalleled cloud based digital communicationsolutions to global enterprise clients. The acquisition uniquely positions Route Mobile tooffer a completely customizable email interaction platform in addition to A2P SMS OTTmessaging voice and enhanced business messaging solutions for enterprises to strengthentheir customer relationships across multiple touchpoints. Additionally enterprises cangain actionable insights through intelligent automation and build simplified communicationstrategies for their customers at every stage of the service cycle.
6. Awards and Recognition
FY 2021-22 remained a yet another milestone year with many accolades bestowed on theCompany. Your Company was conferred with awards at various prestigious industry platformsin the area of corporate management marketing digital engagement. Some of the awardsreceived during the Year are listed below:
|Particulars ||Award Description ||Presenter |
|May 27 2021 ||Inclusion in the MSCI India Small-Cap Index 2021 ||MSCI (Morgan Stanley Capital International) |
|June 15 2021 ||Ranked in the Top Tier 1 by MNO & Enterprise in ROCCO SMS Messaging Vendor Benchmarking Report 2021 ||ROCCO Group ("ROCCO") |
|Feb 2 2022 ||Gold At The 2022 Juniper Research Future Digital Awards For Telco Innovation In Rich Communication Services (RCS) ||Future Digital Awards |
|Feb 16 2022 ||Business Mobility Award by Etisalat at Etisalat SMB awards 2021 in Dubai ||Etisalat UAE |
7. ESG Rating
During the year we were assigned by ESG Risk AI (ESG Risk Assessments & InsightsLimited) an overall rating of ESG-RISK A indicating that Route Mobile is an ESG leaderbased on its strength in data privacy & security community support & developmentboard independence and ethical business practices.
8. Share Capital
Qualified Institutions Placement ('QIP'): During the year on November 12 2021 theBoard approved the issue and allotment of 4684116 Equity Shares to eligible QIBs at theissue price of Rs.1852 per Equity Share (including a premium of Rs.1842 per Equity Share)which takes into account a discount of 4.99% to the floor price of Rs.1949.24 per EquityShare aggregating to Rs.867.50 Crores pursuant to the qualified institutions placement("QIP") in accordance with provisions of SEBI (Issue of Capital and DisclosureRequirements) Regulations 2018 ("ICDR Regulations").
The QIP opened on November 8 2021 and closed on November 12 2021. The QIP sawinterest from a mix of international and domestic investors. Several existing and newshareholders participated in the QIP and some of the largest investors in the QIP includedinter alia Steadview Capital Mauritius Limited RBC Asia Pacific Ex-Japan Equity FundKuber India Fund HSBC Global Investment Funds - Asia Ex Japan Equity Smaller CompaniesSociete Generale - ODI Verdipapirfondet DNB Global Emerging Markets Pinebridge GlobalFunds - Pinebridge Asia Ex Japan Small Cap Equity Fund Pinebridge Global Funds -Pinebridge India Equity Fund.
Company's issued and paid-up share capital in the beginning of the year wasRs.577135830 (57713583 shares of Rs.10 each fully paid-up). During the year theCompany issued and allotted 645889 equity shares of 10/- each pursuant to exercise ofstock options by the eligible participants of the Company and its subsidiary companyunder the Route Mobile Employee Stock Option Plan 2017. Further as mentioned above theCompany also allotted 4684116 Equity Shares of Rs.10 each fully paid-up pursuant to itsmaiden QIP.
Company's Capital at the end of the year i.e. as on March 31 2022 wasRs.630435880 (63043588 shares of Rs.10 each fully paid-up).
9. Details of utilization of funds & Statement of deviation(s) or variation(s)
Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations/LODR') there was nodeviation/variation in the utilization of proceeds as mentioned in the objects stated inthe Prospectus dated September 14 2020 in respect of the Initial Public Offering of theCompany. Your Company has appointed Axis Bank Limited as Monitoring Agency in terms ofregulation 41(2) of the Securities & Exchange Board of India (Issue of Capital &Disclosure Requirements) Regulations 2018 as amended from time to time to monitor theutilization of IPO proceeds. The monitoring reports are filed with BSE & NSE whereequity shares of the Company are listed as mandated under Regulation 32 (6) of the ListingRegulations every quarter. The Monitoring Agency Reports are available under Investorssection on our website at www.routemobile.com.
Further in respect of company's maiden QIP on November 12 2021 and Pursuant toRegulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (Listing Regulations/LODR') there was no deviation/variation inthe utilization of proceeds as mentioned in explanatory statement to the notice for thegeneral meeting in which approval for the QIP/Fund raising was accorded by theshareholders.
The NIL deviation reports in respect of the IPO and QIP has been filed by the Companyon a quarterly basis with BSE & NSE where equity shares of the Company are listed.
10. Listing Fees
Your Company has paid requisite annual listing fees to National Stock Exchange of IndiaLimited (NSE) and BSE Limited (BSE) where its securities are listed.
Your Directors have recommended a final dividend of Rs.2/- per equity share of Rs.10/-each (20%) for the financial year ended March 31 2022. The record date for the purpose ofDividend is July 15 2022. The total dividend for the financial year ended March 31 2022aggregates to Rs.5/- (Rupees five only) per equity share of the face value of Rs.10/-(Rupees ten) each including the interim dividend of Rs.3 (Rupees three only) per equityshare as approved by the Board of Directors at their meeting held on January 27 2022which was paid thereafter. The dividend recommended is in line with the DividendDistribution Policy of the Company. The Dividend Distribution Policy in terms ofRegulation 43A of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is available on the Company's website athttps://www.routemobile.com/ corporate-policies.
Pursuant to the Finance Act 2020 dividend income is taxable in the hands of theshareholders w.e.f. April 1 2020 and the Company is required to deduct tax at source(TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act1961. An email communication (followed by a newspaper notice) informing the Shareholdersregarding this change in the IT Act as well as the relevant procedure to be adopted bythem to avail the applicable tax rate has been sent by the Company at the registered emailIDs of the Shareholders. For more details in this regard please refer to the 'Notes'section of the Notice to the Annual General Meeting ("AGM").
12. Transfer to Reserves
The closing balance of the retained earnings (Excl. securities premium) of the Companyfor FY 2022 after all appropriation and adjustments was Rs.27.19 crore.
The Company has not accepted any deposits during the FY 2021-22 and as such no amountof principal or interest was outstanding as on the balance sheet closure date.
14. Highlights of Performance of Subsidiaries Companies
Your Company along with its subsidiaries and other group companies provide a wide rangeof cloud communication platform services to enterprises over-the-top ("OTT")players and detection and traffic analytics monitoring traffic and administration of SMSFirewall and a comprehensive 24/7 Managed Service and customer support solutions backoffice & consultancy services.
In accordance with Section 136 of the Companies Act 2013 (the "Act") theaudited financial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of each of its subsidiaries are availableon our website at www.routemobile.com. A short description of business andperformance of major subsidiaries are provided below:
Routesms Solutions FZE (Routesms FZE'):
Routesms FZE is engaged in the business of inter alia providing technology services formobile communications with a focus on messaging and voice solutions. The Revenue of thecompany for FY 2021-22 stood at AED 124222028 (Previous Year: AED 79303050).Routesms FZE earned net profit for the year AED 23659721 (Previous Year: AED12777105).
Route Mobile (UK) Limited (RML UK'): RML UK
is engaged in the business of inter alia providing technology services for mobilecommunications with a focus on messaging. The Standalone Gross Revenue of RML UK for FY2021-22 stood at GBP 129215685 (Previous Year: GBP 97086414) and the Profit after Taxstood at GBP 7807354 (Previous Year: GBP 9198248).
365squared Ltd. (365squared'): 365squared is engaged in the business of interalia providing technology services for mobile communications with a focus on SMSfiltering analytics and monetisation. 365analytics is a real time detection and trafficanalytics software with an intelligence that is updated constantly based on our globalintelligence. The Revenue of 365squared for FY 2021-22 stood at EURO 5474065 (PreviousYear: EURO 7041731). 365squared earned a Profit after tax of EURO 2317611 (PreviousYear: EURO 2552290).
Update on scheme of Arrangement between Subsidiary Companies: Board of Directors ofRoute Mobile Limited (the "Company") has also during the year approved theScheme of Amalgamation ("Scheme") under the provisions of Section 234 read withSections 230 to 232 of the Companies Act 2013 by way of merger by absorption of StartCorp India Private Limited ("Transferor Company") with Send Clean PrivateLimited (formerly known as Cellent Technologies (India) Private Limited) ("TransfereeCompany").
The Transferor and the Transferee Companies are both Wholly-owned Subsidiaries("WoS") of the Company. The said transaction is between the WoS of the Companyand the Company is not directly involved in the merger. The merger is subject to thenecessary statutory and regulatory approvals including approval of the National CompanyLaw Tribunal Mumbai Bench.
In September 2016 Route Mobile Limited had bought 100% shares of the TransferorCompany from its shareholders and consequently the Transferor Company became thewholly-owned subsidiary of Route Mobile Limited. In order to consolidate the business inone place and effectively manage the Transferor Company and Transferee Company as a singleentity which will provide several benefits including streamlined group structure byreducing the number of legal entities reducing the multiplicity of legal and regulatorycompliances rationalizing costs it is intended that the Transferor Company be mergedwith the Transferee Company which is also a wholly-owned subsidiary of the Route MobileLimited. Both the companies are directly or indirectly in the same line of businessactivities and therefore the merger will result into consolidation of entire operationsof both the companies and will further simplify the group structure achieving business andadministrative synergies reducing administrative costs avoiding duplication of effortseconomies of scale and attain efficiencies.
15. Consolidated Financial Statements
The Consolidated financial statements of the Company and its subsidiaries for FY2021-22 are prepared in compliance with the applicable provisions of the Act and asstipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordancewith the Indian Accounting Standards notified under the Companies (Indian AccountingStandards) Rules 2015.
The audited consolidated financial statements together with the Independent Auditor'sReport thereon forms part of this Annual Report. Further Pursuant to Section 129(3) ofthe Act the report on the performance and financial position of the subsidiaries andsalient features of the Financial Statements in the prescribed Form AOC-1 isannexed to this report (Annexure 1).
Pursuant to Section 136 of the Companies Act 2013 the financial statements of theCompany consolidated financial statements along with relevant documents and separateaudited financial statements in respect of subsidiaries (as applicable) are available onthe Company's website on https:// www.routemobile.com/investors.
The names of the Companies that have become or ceased to be subsidiaries during theyear are disclosed in the annexure to this report (Annexure 2). Any Member desirousof inspecting or obtaining copies of the said Financial Statements may write to theCompany Secretary at email@example.com.
All the properties and operations of the Company to its best judgement have beenadequately insured. As per the provisions of the Act and in compliance with Regulation25(10) of the Listing Regulations we have also procured a directors' and officers'liability insurance to indemnify our directors and officers for claims brought againstthem to the fullest extent permitted under applicable law.
17. Employee Stock Option Plan
The Company has two Employee Stock Option Plans ("RML ESOP Plans") as atMarch 31 2022 viz. Route Mobile Limited Employee Stock Option Plan 2017 ("RML ESOP2017") and Route Mobile Limited - Employee Stock Option Plan 2021 ("RML ESOP2021") (together referred as Schemes'). The Schemes are administered by theRoute Mobile Employee Welfare Trust. There are no material changes made to the aboveSchemes and these Schemes are in compliance with the Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 [SEBI (SBEB) Regulations 2014] asreplaced by Securities and Exchange Board of India (Share Based Employee Benefits andSweat Equity) Regulations 2021 [SEBI (SBEBSE) Regulations 2021]. During FY 2021-22 noemployee was issued stock options equal to or exceeding 1% of the issued share capital ofthe Company at the time of grant. All the Options under RML ESOP 2017 are already vestedwhich were purely time based vesting. 1502330 Options have been excercised and 206170Options remain unexcercised as on the date of this report.
The Company had launched RML ESOP 2021 in 2021 post its IPO & listing in 2020. Interms of RML ESOP 2021 not exceeding 2800000 Options are available for offer and grantby the Company to the eligible employees of the Company and that of its subsidiarycompanies. The Options vest in eligible employees of the Company with a mix of matrix viz.time based as well as on achieving certain performance matrices for select seniormanagement employees. The Nomination and Remuneration Committee ('NRC') has beenauthorised to determine the said matrices & other terms and conditions relating tovesting including the proportion in which Options granted would vest. Under RML ESOP 2021741220 Options have been granted during the year to the eligible employees of thecompany including subsidiaries all of which are unvested as on the date of this report.
In compliance with the Regulation 13 of the SEBI (SBEBSE) Regulations 2021certificate(s) from the secretarial auditor confirming implementation of RML ESOP 2017& RML ESOP 2021 in accordance with the said regulation and in accordance with theresolution of the Company in the general meeting will be available electronically forinspection by the Members during the annual general meeting of the Company.
The requisite disclosures under Regulation 14 of the SEBI (SBEBSE) Regulations 2021 isuploaded on the Company's website under Investors section and the same can be accessed at https://routemobile.com/wp-content/uploads/2022/06/Information-under- SEBI-SBEBSE-2021.pdf.
18. Directors and Key Managerial Personnel
Re-appointment of Managing Director & Group CEO
Mr. Rajdipkumar Gupta was appointed as the MD & Group CEO of Route Mobile Limited(Company'/'Route Mobile') by the Board of Directors at their meeting held on April25 2017 for a period of five (5) years effective May 1 2017 till April 30 2022 liableto retire by rotation and the said appointment was approved by the Members at theExtra-Ordinary General Meeting held on May 1 2017. Further based on the recommendationof the Nomination and Remuneration Committee the Board at their meeting held on January27 2022 approved the reappointment (including the terms of remuneration) of Mr.Rajdipkumar Gupta as the MD & Group CEO of the Company liable to retire by rotationfor a further period of five (5) years effective May 1 2022 through April 30 2027subject to approval of the Members. Subsequently Mr. Rajdipkumar Gupta (DIN: 01272947)was re-appointed by the shareholders/ Members on March 23 2022 (through postal ballot) asManaging Director and Group Chief Executive Officer ("MD & Group CEO") ofthe Company for a period of five (5) years effective from May 1 2022 till April 30 2027(both days inclusive) liable to retire by rotation.
Retirement by Rotation and subsequent Reappointment
Section 152(6) of the Act provides that not less than two-thirds of the total number ofdirectors of a public company shall be liable to retire by rotation and that one-third ofsuch directors as are liable to retire by rotation shall retire from office at every AGM.Hence
in terms of Section 152 of the Companies Act 2013 (the "Act") and theArticles of Association of the Company Mr. Rajdipkumar Gupta Director (Managing Director& Group CEO) of the Company will retire by rotation at the ensuing AGM and beingeligible has offered himself for re-appointment. The Board recommends his re-appointment. A brief resume nature of expertise details of directorships held in othercompanies of the Director proposed to be re-appointed along with his shareholding in theCompany as stipulated under Secretarial Standard 2 and Regulation 36 of the ListingRegulation is forming part of the Notice of the ensuing AGM.
The Board ofDirectors based on the recommendation of the Nomination and RemunerationCommittee and pursuant to the provisions of Sections 149 150 152 and 161(1) of theCompanies Act 2013 ("Act") and Article 164 of the Articles of Association of theCompany had appointed Mr. Bhaskar Pramanik (DIN: 00316650) as Additional Director(Independent Director) w.e.f August 10 2021 not being liable to retire by rotation fora term of five (5) years up to August 9 2026 subject to the approval of the Members. Inaccordance with the provisions of Section 149 read with Schedule IV to the Actappointment of Independent Directors requires approval of the members of the Company.Further Regulation 25 (2A) of the SEBI (Listing Obligations and Disclosure Requirements)(Third Amendment) Regulations 2021 effective January 1 2022 provides that theappointment of an independent director of a listed entity shall be subject to theapproval of shareholders/members by way of a special resolution including furtherRegulation 17(1C) of the ibid provides that approval of shareholders for appointment of aperson on the Board of Directors should be taken at the next general meeting or within atime period of three months from the date of appointment whichever is earlier.Additionally Regulation 17 (1A) of the ibid also provides that no listed entity shallappoint a person or continue the directorship of any person as a non-executive directorwho has attained the age of seventy-five years unless a special resolution is passed tothat effect in which case the explanatory statement annexed to the notice for such motionshall indicate the justification for appointing such a person. In accordance with theabove requirements Mr. Bhaskar Pramanik's appointment as Independent Director wasapproved by the Members on March 23 2022 (through postal ballot) for a term of five (5)years up to August 9 2026.
Statement Regarding Opinion of the Board with Regard to Integrity Expertise andExperience (Including the proficiency) of the Independent Directors Appointed During theYear:
The Board of Directors ("Board") is of the opinion that Mr. Bhaskar Pramanikwho was appointed during the year as Independent Director of the Company possessrequisite qualifications experience and a well- respected business leader who brings in awealth of experience to the Board; he has the highest standards of integrity and hisexpertise in the field of technology software leadership experience in largemultinational companies would add tremendous value to the Company.
The Company has adopted requisite steps towards the inclusion of the names of allIndependent Directors in the data bank maintained with the Indian Institute of CorporateAffairs Manesar (IICA'). Accordingly all the Independent Directors of the Companyhave registered themselves with IICA for the said purpose.
Re-appointment of Independent Director
Mrs. Sudha Navandar was appointed as the Independent (Woman) Director of Route MobileLimited by the Board of Directors at their meeting held on November 22 2017 for a periodof five (5) years effective from November 22 2017 till November 21 2022 and the saidappointment was approved by the Members at the Extra-Ordinary General Meeting held onDecember 4 2017. Based on the recommendation of the Nomination and Remuneration committeethe Board at its meeting held on May 18 2022 approved the reappointment of Mrs. SudhaNavandar (DIN: 02804964) as a Non-Executive Independent (Woman) Director for the secondterm from November 22 2022 to November 21 2027 not liable to retire by rotationsubject to the approval of the shareholders /Members of the Company. Mrs. Sudha Navandarhas confirmed that she meets the criteria of 'independence' under Section 149 of theCompanies Act 2013 and Regulation 16 of Listing Regulations. Mrs. Navandar complies withthe requirements of Stock Exchange circulars NSE/CML/2018/24 and BSE/LIST /COMP/14/2018-19 both dated June 20 2018. A brief profile nature of expertise details ofdirectorships held in other companies of the Director proposed to be re-appointed alongwith her shareholding in the Company as stipulated under Secretarial Standard 2 andRegulation 36 of the LODR is forming part of the Notice of the ensuing AGM.
None of the Directors of the Company are disqualified for being appointed as Directorsas specified under Section 164(2) of the Act read with Rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014.
Mr. Rathindra Das was re-designated as Group Head - Legal Company Secretary &Compliance Officer with effect from December 6 2021. Apart from acting as complianceofficer of the company Mr. Das would oversee the group-wide legal & compliancefunctions for various subsidiaries of the company spread across the globe.
Key Managerial Personnel
In terms of Section 203 of the Act the following are the Key Managerial Personnel(KMP) of the Company; there has been no change in the KMPs of the Company during the year:
1. Mr. Rajdipkumar Gupta Managing Director & Group CEO.
2. Mr. Suresh Jankar Chief Financial Officer.
3. Mr. Rathindra Das Group Head - Legal Company Secretary & Compliance Officer.
19. Remuneration policy
The Company has in place a policy for remuneration of Directors Key ManagerialPersonnel and senior management personnel; the policy also lays down the parameters forselection of candidates for appointment to the said positions which has been approved bythe Board. The policy on remuneration of Directors Key Managerial Personnel is providedin the Corporate Governance section which forms part of this Report and is also availableon the website of the Company and can be accessed at https://routemobile.com/corporate-policies/ and attached as Appendix 1.
20. Declarations by Independent Directors
The Company has received declarations from all Independent Directors of the Companyunder Section 149 (7) of the Companies Act 2013 and Regulation 25(8) of the ListingRegulations confirming that they continue to meet the criteria of independence asprescribed under Section 149 (6) of the Companies Act 2013 and Regulation 16(1)(b) of theListing Regulation. The Independent Directors have also confirmed that they have compliedwith the Company's Code of Conduct of Board of Directors and Senior Management Personnel.
21. Committees of Board Meetings of the Board and Board Committees
The Board currently has Five (5) Committees namely the Audit Committee theNomination and Remuneration Committee the Corporate Social Responsibility Committee theStakeholders Relationship Committee and the Risk Management Committee. Further theCompany also has an Operations Committee to deal with the matters relating to frequentbanking and day-to-day business affairs. The Company also has a fund-raising committee(non-statutory) to deal with the matters relating to raising of funds.
During the year under review the Board met ten (10) times to transact various affairsof the Company. A detailed update on the Board its composition including synopsis ofterms of reference of various Board Committees number of Board and Committee meetingsheld during FY 2021-22 and attendance of the Directors at each meeting is provided in theReport on Corporate Governance which forms part of this report.
22. Human Capital
Our people are critical to the successful delivery of our strategy. It is essentialthat they are engaged and embrace our purpose and core values.
While the challenges of the COVID-19 was still on in the first half of the yearemployee health and well- being was of primary importance to us. Hence employees continuedto work from home during this period. To ensure that all our employees were vaccinatedvaccination drives were conducted which were sponsored by the Company for the employeesand their immediate family members. Through out the year we focused on a number of areasto ensure that our people were highly motivated and we remained focused on their wellbeing. Despite the challenging times we ensured that the productivity and engagementlevels of our workforce remained unhindered.
During the lockdown the end-to-end process from sourcing recruiting onboarding andwelcoming talent continued to be delivered virtually by our recruitment teams hiringmanagers and this continued until the mid of 2021. We also limited the hiring to positionsthat were viewed as critical to the organization's success and future growth.
We currently operate out of 21+ locations worldwide and have a workforce that consistof multiple nationalities. We are proud to have a workforce representing a multitude ofnationalities with different ethnicities races sexual orientations gender identitiesheritages and cultures.
The talent management processes contribute to the strategic priorities of theorganization by driving high performance across the organization. Our talentdifferentiation is solely based on results. Our Rewards Programmes are closely linked tothe performance outcomes. Career growth is based on sustained high performance. We believevalues and performance must go hand in hand.
Our work culture enables continuous dialogue with our employees. We actively listen totheir needs aspirations and ambitions making their voices heard and their inputs valuedand thereby facilitating an open channel for two-way communication. We consciously seekfeedback on any organizational changes and keep our employees adequately informed toensure smooth transition.
A sustained commitment to Diversity and Inclusion remains at the heart of our strategy.In fiscal 2022 we continued to invest in initiatives and partnerships designed toincrease awareness of our opportunities and generate interest in a career within thespace we operate in amongst a more diverse range of candidates. Our commitment todiversity and inclusion goes beyond Human Resources and is a part of the organizationsEnvironmental Social and Corporate Governance (ESG) strategy.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed to this report (Annexure3).
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of employeesdrawing remuneration in excess of the limits set out in the said Rules forms part of thisreport. However in terms of first provision of Section 136(1) of the Act the AnnualReport and Accounts are being sent to the Members and others entitled thereto excludingthe aforesaid information. If any Member is interested in obtaining a copy thereof suchMember may write to the Company Secretary where upon a copy would be sent. None of theemployees identified per above Rules is related to any Director of the Company.
23. Quality initiatives
The Company continues to sustain its commitment to the highest levels of qualitysuperior service management robust information security practices and mature businesscontinuity management. Our quality management system certified by KVQA CertificationServices Private Limited complies with ISO 9001:2015 while our information securitymanagement system is certified by KVQA
Certification Services Private Limited as ISO/IEC 27001:2013 compliant. We have alsoachieved the Capability Maturity Model Integration (CMMI) Level 5 Certification throughGAAFS and QCAS Certifications Inc.
24. Board Diversity and Policy on Director's Appointment and Remuneration
Cultural diversity through representation of individuals with distinctly differentgroup affiliations of cultural significance based on race ethnicity and nationality isone of the most important attributes of top management diversity. Respect for genderequality and transparency on social environmental and economic factors have been widelyrecognized as essential components of corporate governance at RML. We believe that adiverse board will take a more balanced view and pay greater attention to socialresponsibility and stakeholder concerns. There are two categories of diversity; one thatis observable or visible such as race ethnic background nationality gender and age andanother is less visible (educational functional and occupational background industryexperience and organizational membership). At RML our diversity policy aims at balancingboth visible and less visible features of diversity and further ensuring that women haverepresentation on governance and decision-making bodies such as committees that engagewith the local community. At RML the commitment to diversity flows down from board toexecutive levels; rapid expansion coupled with shifting workforce demographics and theincreasing internationalization of businesses during the past two decades have resulted inimportant changes in the cultural composition of senior management cadre as well. Ourcommitment to inclusion and equality for women is embedded into the core of our operatingphilosophy. It is an integral part of our mission to attract retain and develop the mosttalented and qualified people in world. Best-in-class flexibility and parental-leaveprograms inclusive leadership etc. form the core of our efforts in ensuring both men andwomen are able to balance a full life with an exceptional career. The policy onNomination and Remuneration' and Board Diversity' adopted by the Board setsout the criteria for determining qualifications positive attributes and independencewhile evaluating a person for appointment / reappointment as a Director or as KMP with nodiscrimination on the grounds of gender race or ethnicity nationality or country oforigin. The Board Diversity policy is available on the Company's website at https://routemobile.com/corporate-policies/
25. Board Evaluation
Strengthening board effectiveness is a high priority for us and their shareholders.Robust evaluation processes provide an important conduit for change as companies requirenew skills perspectives and strategies over time. At Route Mobile the evaluation is inthe form of a survey Independent Directors' exclusive meeting to discuss board affairsfocusing director introspection on actual board committee and director performancecompared to agreed-upon board committee and director performance goals companyintegrity reputation and culture objectives and requirements and Nomination Committee'sinputs before final outcomes are placed at board meeting. During the year the overallconclusion was that the Board worked well and continued to function in an open andcollaborative way with a high level of trust and respect. The Board of Directors agreedthat no further follow-up was required.
A note on the Board evaluation process undertaken and familiarisation programme adoptedby the company for orientation and training of the Directors in compliance with theprovisions of the Companies Act 2013 and the Listing Regulation is provided in the Reporton Corporate Governance which forms part of this Report.
26. Remuneration to Managing Director / Whole - Time Director from Holding orSubsidiary Companies
In terms of Section 197 (14) of the Companies Act 2013 remuneration paid to ourManaging Director during the FY 2021-22 from subsidiary company viz. Route Mobile (UK)Limited was GBP 48000.
27. Auditors & Audit Reports
The Company has received the Practicing Company Secretary's certificate oncorporate governance for FY 2021-22. The certificate does not contain any qualificationreservation or adverse remark.
The Secretarial Audit Report for FY 2021-22 does not contain anyqualification reservation or adverse remark.
The Statutory Auditors' Report for FY 2021-22 does not contain anyqualification reservation or adverse remark. The Report is enclosed with the financialstatements in this Annual Report.
Cost records and cost audit: Maintenance of cost records and requirement ofcost audit as prescribed under the provisions of Section 148(1) of the Companies Act 2013are not applicable for the business activities carried out by the Company.
28. Statutory Auditors
Members of the Company at the Extra-Ordinary General Meeting (EGM') held onTuesday April 18 2017 had approved the appointment of Walker Chandiok & Co LLPChartered Accountants (WCC') as the Statutory Auditors of the Company for a periodof five (5) years commencing from the conclusion of the Annual General Meeting ('AGM')held on September 22 2017 until the conclusion of 17th Annual General Meetingof 2021.
M/s Walker Chandiok & Co LLP Chartered Accountants was eligible forre-appointment and the Board of Directors on the recommendation of the Audit Committeeproposed the re-appointment of Walker Chandiok & Co LLP Chartered Accountants(WCC') as the Statutory Auditors of the Company for a second term of five (5) yearscommencing from the conclusion of the 17th Annual General Meeting held onAugust 5 2021 until the conclusion of 22nd Annual General Meeting of theCompany to be held in the year 2026. Accordingly M/s Walker Chandiok & Co LLPChartered Accountants were re-appointed by the shareholders at the 17th AnnualGeneral Meeting held on August 5 2021.
WCC has audited the books of accounts of the company for the Financial Year ended March31 2022 and have issued the Auditors' Report thereon. The Auditors' Report for FY 2021-22does not contain any qualification reservations or adverse remark. The said report forthe financial year ended March 31 2022 read with the explanatory notes therein areself-explanatory and therefore do not call for any further explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013. The Auditors' Report isenclosed with the financial statements in this Annual Report.
Reporting of Fraud
During the year under review neither the statutory auditors nor the secretarialauditor has reported to the Audit Committee or the Board under Section 143 (12) of theAct any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's Report.
29. Internal Financial Controls their adequacy and Internal Auditors
Under applicable laws Management is responsible for establishing and maintaining anadequate system of internal control over financial reporting including safeguarding ofassets against unauthorized acquisition use or disposition. This system is designed toprovide reasonable assurance to management and the board of directors regardingpreparation of reliable published financial statements and safeguarding of the company'sassets. Company's internal control over financial reporting is a process designed by orunder the supervision of the Company's principal executive and principal financialofficers or persons performing similar functions and effected by the company's board ofdirectors and audit committee to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements. Under the supervision andwith the participation of our management including the Chief Executive Officer and ChiefFinancial Officer we have evaluated the effectiveness of our disclosure controls andprocedures as required by Companies Act 2013 and Listing Regulations as of the end of theperiod covered by this report. Based on that evaluation the Chief Executive Officer andChief Financial Officer have concluded that these disclosure controls and procedures areeffective. The Board has reappointed M/s Pipalia Singhal & Associates CharteredAccountants Mumbai as the Internal Auditor of the Company for FY 2022-23 to conduct theinternal audit.
30. Particulars of contracts or arrangements with Related Parties
All contracts/arrangements / transactions entered into by the Company with its relatedparties during the year were in the ordinary course of business and on an arm's lengthbasis. The Company has put in place a mechanism for certifying the related partytransactions statements placed before the Audit Committee and the Board of Directors froman Independent Chartered Accountant firm (confirming ordinary course of business and arm'slength basis).
Further all related party transactions were undertaken with approval of the AuditCommittee. Disclosure of Transactions (None for FY 2021-22) with Related Partiesreferred to in section 188(1) as prescribed in AOC-2 under Rule 8 (2) of the Companies(Accounts) Rules 2014 is attached as Annexure 4. Details of other related partytransactions have been included in Note 38 to the standalone financial statements. Thereare no materially significant related party transactions that may have potential conflictwith interest of the Company at large. There were no transactions of the Company with anyperson or entity belonging to the Promoter(s)/Promoter(s) Group which individually holds10% or more shareholding in the Company except as disclosed in the financial statements.The Board in its meeting held on May 18 2022 considered and approved amendments to theRelated Party Transactions Policy in line with the recent amendments in the ListingRegulations. The updated Policy on the Related Party Transactions is available on theCompany's website at https://routemobile. com/corporate-policies/ During FY2021-22 the NonExecutive Directors of the Company had no pecuniary relationship ortransactions with the Company other than sitting fees and reimbursement of expenses asapplicable.
31. Transfer of Equity Shares Unpaid/ Unclaimed Dividend to the IEPF
Pursuant to the Section 124 and other applicable provisions of the Companies Act 2013read with the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 ("IEPF Rules") all the unpaid or unclaimeddividends are required to be transferred to the IEPF established by the CentralGovernment upon completion of seven (7) years. Further according to the InvestorEducation & Protection Fund ("IEPF") Rules the shares in respect of whichdividend has not been paid or claimed by the Shareholders for seven (7) consecutive yearsor more shall also be transferred to the demat account created by the IEPF Authority. Interms of the IEPF Rules your Company does not have any unpaid or unclaimed dividend orshares relating thereto which is required to be transferred to the IEPF as on the date ofthis Report.
32. Secretarial Audit
Pursuant to section 204 of the Companies Act 2013 and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board had appointed Mr. Dhrumil MShah of M/s. Dhrumil Shah & Co. Practicing Company Secretaries (CP 8978; FCS 8021)to conduct secretarial audit for the financial year 2021-22. The Report of the SecretarialAuditor is annexed to this report (Annexure 5). The report of the SecretarialAuditor for the financial year 2021-22 does not contain any qualification reservation oradverse remark. The Board has re-appointed Mr. Dhrumil M Shah of M/s. Dhrumil Shah &Co. Practicing Company Secretaries (CP 8978; FCS 8021) to conduct the secretarial auditfor the financial year 2022-23. They have confirmed their eligibility for the appointment.
33. A. Risk Management
Risks are events situations or circumstances which may lead to negative consequenceson the Company's businesses. Risk management is a structured approach to manageuncertainty. The Company has duly approved a Risk Management Plan. The objective of thisPolicy is to have a well-defined approach to risk. The policy lays down broad guidelinesfor timely identification assessment and prioritization of risks affecting the Companyin the short and foreseeable future. The Policy suggests framing an appropriate responseaction for the key risks identified so as to make sure that risks are adequatelyaddressed or mitigated. Risk Management Plan is available on the website of the Company athttps://routemobile.com/ corporate-policies/.
The Company has developed and implemented a risk management plan and in the opinion ofthe Board of Directors no risks have been identified which may threaten the existence ofthe Company. Your Company continuously monitors business and operational risks. All keyfunctions and divisions are independently responsible to monitor risks associated withintheir respective areas of operations such as finance & taxation regulatory &compliance insurance legal and other issues like cyber security data privacy healthsafety and environment.
B. Cyber Security
Technology helps us to save energy and resources simultaneously placing us at thefront line in the war against power cybercriminals. It is worth noting that the COVID-19pandemic has had an enormous impact on the cybersecurity of institutions and businessesbringing about the proliferation of cyberattacks on unprecedented scale. The global risein cyberattacks and the professional nature of the hacks launched by cyber-criminalorganisations are presenting enterprises with the challenge of developing implementingand constantly reviewing security strategies. Guidelines for management and theorganisation of corporate security are developed within the company. Business ContinuityManagement (BCM) ensures that all critical business processes can be continued or promptlyrestored in case of internal or external incidents. In case of significant cybersecurityincidents Route Mobile is able to deploy emergency and crisis teams. The company takesall necessary organisational measures to ensure that all incidents that could have anegative impact on the IT environment are dealt with in a timely manner. RML runscompanywide information security governance structure that enables the effectivemanagement of potential risks and incorporates security and privacy controls into ourinformation systems and services. RML has been running a mandatory cybersecurity awarenessprogram for all employees thereby promoting cybersecurity awareness across the company.This awareness program includes online training awareness posters on display at RML workplaces as well as email notifications on diverse topics such as phishing travelsecurity URL security email security. RML has a Business Continuity plan and DisasterRecovery plan (BCDRP'); It describes the procedures associated with recovery of ITservices and support of the recovery of any of RML Client's environment. As messaging is akey component for communication ensuring uptime of the platform (SMS+) for internal andexternal stakeholder communication is paramount. In the event of any disaster or failureRML follows best practices to ensure necessary work arounds are in place to avoiddisruption of business. For clients within the Americas our primary Data Center islocated in Chicago Illinois. Additional Data Centers are located in the U.K. MaltaIndia and Singapore to ensure regional data security compliance. This BCP establishesprocedures to recover the SMS+ system following a disruption and provide protection oralternative modes of operation for those activities or business processes which if theywere to be interrupted might otherwise bring about a damaging loss to Clients. As a GSMAAssociate Member and accredited Open Solution Connectivity Provider (SMS Hub) the companyis ISO 9001:2000 27000:2013 certified and complies with global best practices and GSMAstandards and requirements of SMS interworking security & accounting. Organizationaland Technical controls are implemented to ensure compliance with GDPR.
34. Particulars of Loans Guarantees and Investments
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the Notes to the financial statements provided in this Annual Report.
35. Whistle Blower Policy: Vigil mechanism
The purpose of the whistleblowing mechanism is to strike a balance between law andmorality by forcing employees to recognize their societal responsibilities.Whistle-blowing is a crucial mechanism in the struggle for integrity and for publicinterest. Indeed significant risks and costs are associated with whistle-blowingspecifically for employees whose statutory duty is to report wrongdoing based on theiraccess to privileged information linked to the management of public policies. This isespecially the case in the absence of a whistle-blowing protection law safeguarding therights of this specific class of employees. It is mandated by Section 177 of the CompaniesAct 2013 and Companies Rules 2014 and further Regulation 22 of the Listing Regulationsthat every listed business establishes a surveillance mechanism for directors andemployees to report any frauds or misappropriations in a stipulated manner. It is affirmedthat no person has been denied access to the Audit Committee. The Board on a yearly basisis presented an update on the whistle- blower policy. Whistle Blower policy is availableon the website of the Company at https://routemobile.com/corporate- policies/ ThePolicy ensures complete protection to the whistle-blower and follows a zero-toleranceapproach to retaliation or unfair treatment against the whistle-blower and all others whoreport any concern under this Policy. During the year under review the Company did notreceive any complaint of any fraud misfeasance etc. The Company's WhistleBlower Policy(Vigil Mechanism) has also been amended to make employees aware of the existence ofpolicies and procedures for inquiry in case of leakage of Unpublished Price SensitiveInformation to enable them to report on leakages if any of such information.
36. Disclosure under The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
At RML we strive to create an open and safe workplace where employees feel safe andprotected to contribute to the best of their abilities irrespective of gender and sexualpreferences. The Company has zero tolerance towards sexual harassment at the workplace andhas implemented a policy for prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 (Act') and the Rules madethereunder. Under the said Act Internal Complaints Committee has also been constituted.During the year under review the Company did not receive any complaint of sexualharassment.
37. Secretarial Standards
The Company has in place proper systems to ensure compliance with the provisions of theapplicable Secretarial Standards issued by The Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively.
38. Corporate Social Responsibility
The objective of the Company's Corporate Social Responsibility (CSR') initiativesis to improve the quality of life of communities through long-term value creation for allstakeholders. Your Company has set up "Route Mobile Foundation for Education andSports" to carry out its CSR efforts. The Foundation focuses on improving the qualityof life and engaging communities through health education livelihood sports andinfrastructure development. The Company has in place a CSR policy which providesguidelines to conduct CSR activities of the Company. The CSR policy is available on thewebsite of the Company https://routemobile.com/investors/ The Annual Report on CSRactivities in terms of Section 135 of the Companies Act 2013 (Act') and Rule 8 (1)of the Companies (Corporate Social Responsibility Policy) Rules 2014 as amended byCompanies (Corporate Social Responsibility Policy) Amendment Rules 2021 effectiveJanuary 22 2021 (hereinafter "CSR Rules") is annexed to this report (Annexure6).
39. Other Disclosures
There were no material changes and commitments affecting the financialposition of the Company between the end of the financial year and the date of this report;
Company has not issued equity shares with differential rights as todividend voting or otherwise;
The Company has not issued any sweat equity shares to its directors oremployees;
There was no revision in the Financial Statements.
None of the Directors or KMPs of the Company have resigned during the yearunder review except Mr. Ramachandran Sivathanu (DIN: 07613555) has stepped down from theposition of the "Independent Director" of the Company with effect from August27 2021;
There has been no change in the nature of business carried out by theCompany;
The Company has not failed to implement any corporate action during the yearunder review;
No application has been made under the Insolvency and Bankruptcy Code; hencethe requirement to disclose the details of application made or any proceeding pendingunder the Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year alongwiththeir status as at the end of the financial year is not applicable; and
The requirement to disclose the details of difference between amount of thevaluation done at the time of one time settlement and the valuation done while taking loanfrom the Banks or Financial Institutions along with the reasons thereof is notapplicable.
40. Directors' Responsibility Statement
The Directors are responsible for preparing the Annual Report and the financialstatements in accordance with applicable law and regulations. Company law requires theDirectors to prepare financial statements for each financial year. Accordingly pursuantto Section 134(3)(c) of the Companies Act 2013 the Board of Directors to the best oftheir knowledge and ability confirm:
a. That in the preparation of the annual accounts the applicable accounting standardshave been followed and there are no material departures;
b. That we have selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;
c. That proper and sufficient care has been taken 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;
d. That the annual accounts have been prepared on a going concern basis;
e. That proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively; and
f. That proper internal financial controls were laid down and that such internalfinancial controls are adequate and were operating effectively.
41. Annual Return
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 the draft of theAnnual Return of the Company for the financial year March 31 2022 is uploaded on thewebsite of the Company and can be accessed at https://routemobile.com/wp-content/uploads/2022/06/Annual-Return-FY-2021-22.pdf.
42. Significant and material orders passed by the Regulators or Court
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
43. Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo
Details of the energy conservation technology absorption and foreign exchange earningsand outgo are annexed to this report as Annexure 7.
44. Corporate Governance
Pursuant to the Listing Regulations the Report on Corporate Governance for the yearunder review is presented in a separate section forming part of the Annual Report. Acertificate from Mr. Dhrumil M Shah of M/s. Dhrumil Shah & Co. Practicing CompanySecretaries (CP 8978; FCS 8021) confirming compliance of conditions of CorporateGovernance as stipulated under the Listing Regulations also forms part of the CorporateGovernance Report.
45. Management Discussion and Analysis Report
Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report for the year under review is presented in a separate section formingpart of the Annual Report. As required under the provisions of the Listing Regulationsthe audit Committee of the Company has reviewed the management discussion and analysisreport of the Company for the year ended March 31 2022.
46. Business Responsibility and Sustainability Report (BRSR)
In terms of amendment to regulation 34 (2) (f) of Listing Regulations vide Gazettenotification no. SEBI/LAD-NRO/GN/2021/22 dated May 05 2021 SEBI has introduced newreporting requirements on ESG parameters called the Business Responsibility andSustainability Report (BRSR). SEBI further vide circular SEBI/HO/CFD/CMD-2/P/CIR/2021/562dated May 10 2021 issued a guidance note on the new reporting requirements under BRSR.Per this circular the BRSR seeks disclosures from listed entities on their performanceagainst the nine principles of the National Guidelines on Responsible BusinessConduct' (NGBRCs) and reporting under each principle is divided into essential and leadershipindicators. SEBI further provided that the listed entities already preparing anddisclosing sustainability reports based on internationally accepted reporting frameworks(such as GRI SASB TCFD or Integrated Reporting) may cross-reference the disclosures madeunder such framework to the disclosures sought under the BRSR. In terms of the aforesaidamendment with effect from the financial year 2022-2023 filing of BRSR shall bemandatory for the top 1000 listed companies (by market capitalization) and shall replacethe existing BRR. Filing of BRSR is voluntary for the financial year 2021-22.
Your company has already started publishing a standalone Sustainability Report from FY202021 onwards. Further your Company has also voluntarily prepared the BusinessResponsibility and Sustainability Report (BRSR) a year before the mandate by SEBI in May2021 for the top 1000 listed companies (by market capitalization) to report on BRSR byFY23. BRSR has been appended herewith as Annexure 8.
47. Sustainability Report
Company's inaugural Sustainability Report published last year outlined our commitmentto reduce GHG emission and extend benefits of corporate achievements to the underprivileged sections of our community. This year's report which has been prepared inaccordance with GRI-Core Option also contains our identification of the complementary UNsustainability development goals (SDGs). Company's sustainability report is available onthe website of the Company at https://routemobile.com/wp-content/uploads/2022/06/Sustainabilitv-Report-FY-2021-22. pdf.
48. Cautionary Statement
Statements in the Director's Report and the Management Discussion and Analysisdescribing the Company's objectives projections outlook expectations estimates etc.may be forward looking within the meaning of applicable securities laws and regulations.Actual results may differ materially from those expressed in the statement. Importantfactors that could influence the Company's operations include: global and domestic demandand supply conditions mobile operators pricing and other business policies changes ingovernment regulations and tax laws overall economic growth rate economic developmentswithin India and the countries within which the Company conducts business etc. Weundertake no obligation to update any forwardlooking statements made in this Annual Reportto reflect events or circumstances after the date of this Report except as required underapplicable laws.
Your Directors take this opportunity to thank the employees customers vendorsinvestors of the Company and the communities in which the Company operates for theirunstinted co-operation and valuable support extended to the Company during the year. YourDirectors also thank the Government of India Government of various States in India andconcerned government departments/ agencies like the Ministry of Corporate Affairs theCentral Board of Direct Taxes the Central Board of Indirect Taxes and Customs GSTauthorities the Reserve Bank of India Securities and Exchange Board of India (SEBI) fortheir co-operation and look forward to their continued support in the future. YourDirectors appreciate and value the contributions made by every member of Route Mobilefamily.
|For and on behalf of the Board of Directors || |
|Sandipkumar Gupta ||Place: Mumbai |
|Chairman ||Date: May 18 2022 |