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R S Software (India) Ltd

BSE Code : 517447 | NSE Symbol : RSSOFTWARE | ISIN:INE165B01029| SECTOR : IT - Software |

NSE BSE
 
SMC down arrow

27.50

-0.70 (-2.48%) Volume 73783

27-Sep-2022 EOD

Prev. Close

28.20

Open Price

29.20

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 29.20 - 27.25

52 wk High/Low 52.00 - 21.95

Key Stats

MARKET CAP (RS CR) 71.08
P/E 0
BOOK VALUE (RS) 23.6676157
DIV (%) 0
MARKET LOT 1
EPS (TTM) 0
PRICE/BOOK 1.16826301180816
DIV YIELD.(%) 0
FACE VALUE (RS) 5
DELIVERABLES (%) 51.02
4

News & Announcements

12-Aug-2022

R S Software (India) reports consolidated net loss of Rs 3.91 crore in the June 2022 quarter

12-Aug-2022

R S Software (India) Ltd - R. S. Software (India) Limited - Annual General Meeting

11-Aug-2022

R S Software (India) Ltd - Board Meeting Outcome for Audited Financial Results For The Quarter Ending June 302022 And Outcome Of The Board Meeting Held On August 11 2022.

11-Aug-2022

R S Software (India) Ltd - Board Meeting Outcome for Audited Financial Results For The Quarter Ending June 302022 And Outcome Of The Board Meeting Held On August 11 2022.

30-Jul-2022

RS Software (India) to convene board meeting

12-Jul-2022

RS Software (India) to conduct AGM

07-Apr-2022

RS Software (India) to announce Quarterly Result

20-Jan-2022

RS Software (India) to announce Quarterly Result

Corporate Actions

Bonus
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Book Closure
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Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

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Share Holding

Category No. of shares Percentage
Total Foreign 500361 1.95
Total Institutions 12912 0.05
Total Govt Holding 2816 0.01
Total Non Promoter Corporate Holding 0 0.00
Total Promoters 10456832 40.68
Total Public & others 14735397 57.32
Total 25708318 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About R S Software (India) Ltd

Incorporated on 2 Dec.'87, public in 1992, R S Software was promoted by R R Jain, West Bengal Electronics Industry Development Corporation, Technology Development & Information Company of India and Risk Capital & Technology Finance Corporation. The company produces customerised commercial application software as per specific needs and requirements of customers. The company came out with a public issue at a premium of Rs 10 in Mar.'94 to part-finance the project of developing offshore software jobs at its existing hardware set-up in India for clients abroad. R S Software and Hanover Direct of the US have joined hands to set up a joint venture company in the US with the US partner holding 60% of the equity and RS Software 40 %. It acquired ISO 9001, international hallmark of quality in Jul.'94 from KPMG, US. The infrastructure for the satellite link between Calcutta and California was completed in Nov.'95. Its range of activities include on-site consultancy, offshore projects and software products. In 1996, the company entered into a strategic alliance with Software AG, Germany to bring their global solutions into India. It also entered into an alliance with Millenium Dynamics Inc. USA. The company has developed capabilities in the areas of client/server and object oriented technologies.The company is executing projects using Internet and New Technology Group technologies. In Nov 2000, it achieved global benchmarking in the area of best quality practices and accreditation level-3 of People Capability Maturity Model (PCMM). The Company set up its second subsidiary in UK - R S Software (UK) Ltd. to strengthen the marketing arm to reach to the clients in Greater Europe.

R S Software (India) Ltd Chairman Speech

Fiscal 2022 has set the foundation to win, and it feels almost like 'lull before the storm'. What is driving us is the patience and the commitment to do all we can for our stakeholders, the belief in ourselves that continues to be reinforced by our existing and potential customers, the validation of our strategy to focus on the payments modernization opportunity, and the conviction in what we are here for, which is to transform humanity with the power of payments. Our corporate journey for 30+ years is enriched, while working with global leaders and start-ups alike.

Keep going, the best is yet to come!

What keeps us going

At RS Software, innovation, creativity, and entrepreneurship come together in delivering payment systems that impact people, country, businesses and government, making it possible for us to address the demand for new type of financial infrastructure globally, which enables shared digital capabilities. The four major payment platforms that we have helped to build globally process 350+ billion transactions annually. India's success story with digital payments is unfolding every minute to achieve the next level of success, and what enables this unprecedented set of achievements are the three major payment platforms exclusively built by RS Software. The RS Payments Innovation Lab pursues with passion that 5G enabled connectivity, coupled with advances in AI algorithms, quantum computing, and blockchain will radically alter the payments, leading to continuous demand for payments modernization - a multi-decade opportunity. The company's leadership is committed to execute a fine balance that helps to achieve optimal cashflow based financial strategy, while reaching out in the market with its strategic partnering model to go after the continuing growth opportunities in payments modernization.

Transforming India - dream coming true

During the fiscal 22, transactions volume on the UPI platform scaled from ~0.09 billion since launch in 2016, to a staggering 5+ billion transactions, and most recently the month of June recorded 5.8 billion transactions, valued at Rs 10 trillion. There are today 330 banks live on the UPI platform. What started as a small step when RS Software exclusively built the UPI platform, has become a 'giant leap' for India. With the launch of UPI123Pay in March 2022, making UPI transactions possible for feature phone users and available in the offline mode as well, rural India particularly has got empowered, bringing with it true financial inclusion. This level of adoption bear testimony to UPI architecture and design strengths, executed by RS Software. Most importantly, it demonstrates scale and innovation at a pace not achieved anywhere else in the world.

Major payment networks Visa and Mastercard are committed to the principle of payments anytime, anywhere, and recognize that UPI like systems will shape the digital financial services landscape globally. UPI is the first faster payment system that truly has demonstrated the success of going international, UPI is on a roll to be accepted in many countries. The technology stack of UPI, built exclusively by RS Software is such that it enables easy integration with other payment infrastructure. Indian government has been fostering relationships with several nations including UAE and France in the recent past. Prime Minister of India, Mr Modi said at the recent Digital India week that "Everyone including the World bank has appreciated it as the best platform".

Making this world a better place to be

The bedrock of India's digital payment infrastructure, the three major platforms have built a solid foundation for India, making it amongst the first few countries globally to announce the launch of central bank digital currency (CBDC). How money moves has undergone and is undergoing huge, unprecedented change - increasingly, cards, digital and mobile payments dominate, and cash is fast on the way out. Advances in technology, the COVID-19 pandemic, crypto currency, and more have shaped the movement of money and have redefined roles for banks and cash systems. The COVID-19 pandemic has accelerated the move away from cash. Lots of youngsters don't carry cash anymore. There will come a moment, and it's approaching fast, when merchants and shopkeepers will say, "Why keep accepting cash, we're going to stop accepting cash."

India is leading the world in terms of digital payments innovations. Its payment systems are available 24X7, available to both retail and wholesale customers, they are largely real-time, the cost of transaction is perhaps the lowest in the world, users have an impressive menu of options for doing transactions and digital payments have grown at an impressive rate. While presenting Budget 2022, the Indian Finance Minister Nirmala Sitharaman stated Digital Rupee, the name of the Central Bank Digital Currency in India, will give a big boost to the digital economy. Digital currency will also lead to a more efficient and cheaper currency management system, she said. In order to counter the cryptocurrency craze, the central banks across the globe are taking a keener look at introducing central bank digital currencies. Central Bank Digital Currencies is the digital form of a country's fiat currency. This will be issued by the federal bank of that particular country. Although it is in digital form, CBCD can be exchanged with the fiat currency of the country.

[As per a PhonePe-Boston Consulting Group report ("Digital payments in India: A $10 trillion opportunity"), India's digital payments market is expected to increase more than threefold from the current $3 trillion to $10 trillion by 2026. This would translate to digital payments constituting 2 out of 3 payment transactions by 2026.]

All that can be digital comes together - Metaverse

The massive decrease in the cost of computing power and the widespread availability of devices able to process information has led to an unprecedented level of connectivity. For the first time, algorithms can be created to read and analyze bank account information and combine this data with other information from disparate sources. Moreover, realtime payments allow for the movement of money in a matter of seconds regardless of the time or date of application. Consumer and business expectations have evolved and when end user demands change, existing players must innovate in order to meet these demands. The maintenance and reporting of real-time balances is essential to allow customers to benefit from realtime payments and open banking. The technology to meet these needs is available today. By using a flexible payments hub, combined with a modern orchestration layer, messaging standards, and API-based interfaces, banks will improve their positions for the future. Customers want banks to provide these services and banks will add value and increase their share of the value chain if they can meet them.

The new payments ecosystem views open banking and real-time payments as two sides of the same coin: they are part of a larger transformation of how banking is conducted today. While banks have a checklist of to-dos, the list of opportunities is even longer.

With digital payments must come digital authentication and security, of course. Biometric measures are tipped to bridge the gap here. According to Juniper research, roughly 90 percent of smartphones worldwide will have a form of biometric capability by 2024, to enable authenticated mobile payments. Juniper's research also forecasts $2.5 trillion in mobile payments, facilitated by biometric data, by 2024, compared with $228 million in 2019.

We are closer to a fully digital payment landscape than we've ever been before, online payments have been scaling steadily over the past 5 - 10 years and the natural evolution of online payments to augmented payments is already happening before our very eyes. Everyday things such as ingame or in-app purchases from places like Fortnite's VBuck System, the NFT market in places like Opensea, communities, and tokens are replacing traditional systems we all relied upon where the direct consumer can pay the producer of the digital asset directly with no financial intermediary in their decentralised way. The instant element of blockchain and crypto payments means instant processing and settlement of digital assets like NFTs, cryptocurrency and other future discovered digital assets. These assets could be traded, sold, and marketed through the metaverse marketplace tied to an individual's blockchain based payment wallet or equivalent, meaning a secure, instant, scalable way of accepting a payment for commerce. I encourage you to read in this annual report about Metaverse, the emerging future for humanity and also about CBDC, likely to become the way the world pays as it goes through its everyday life.

The digitization of B2B payments

While the use of paper checks continues to decrease by the year, it still accounts for more than 50% of the overall transaction value for B2B payments. When it comes to vendor relationships, businesses are still preparing and sending paper invoices, or emailed invoices that get printed out and annotated by someone in an office who inputs it into an ERP system. The payment experience is even more manual. For example, someone writes paper checks, puts them in envelopes, or inputs payments into a spreadsheet for uploading to the bank for ACH or EFT. Or it's someone with a corporate purchasing card calling the provider and giving the payment details over the phone.

With the recent move to a more remote workforce, businesses see that their employees need to manage their accounts receivable and payable functionality outside of a physical office. Digitizing B2B payments, including accounts payable, accounts receivable, expense reimbursement, and employee-initiated spending, is the solution with significant benefits.

With digital B2B payments, a business has more visibility into what funds are going where and why. In turn, they gain the transparency and control needed to optimize cash flow, reduce errors, and mitigate payment-related fraud. Another benefit in reducing your manual payment processes gets down to the bottom line: saving money. Reducing checks by 1050% equates to $1.3-$58.3 billion savings each year. The hard costs of B2B check payments disappear when migrating to digital processes including paper, postage, and the time it takes to stuff envelopes. For all of these reasons, global B2B non-cash transactions will increase to nearly 200 billion transactions by 2025, from 121.5 billion in 2020, according to Capgemini estimates.

   

R S Software (India) Ltd Company History

Incorporated on 2 Dec.'87, public in 1992, R S Software was promoted by R R Jain, West Bengal Electronics Industry Development Corporation, Technology Development & Information Company of India and Risk Capital & Technology Finance Corporation. The company produces customerised commercial application software as per specific needs and requirements of customers. The company came out with a public issue at a premium of Rs 10 in Mar.'94 to part-finance the project of developing offshore software jobs at its existing hardware set-up in India for clients abroad. R S Software and Hanover Direct of the US have joined hands to set up a joint venture company in the US with the US partner holding 60% of the equity and RS Software 40 %. It acquired ISO 9001, international hallmark of quality in Jul.'94 from KPMG, US. The infrastructure for the satellite link between Calcutta and California was completed in Nov.'95. Its range of activities include on-site consultancy, offshore projects and software products. In 1996, the company entered into a strategic alliance with Software AG, Germany to bring their global solutions into India. It also entered into an alliance with Millenium Dynamics Inc. USA. The company has developed capabilities in the areas of client/server and object oriented technologies.The company is executing projects using Internet and New Technology Group technologies. In Nov 2000, it achieved global benchmarking in the area of best quality practices and accreditation level-3 of People Capability Maturity Model (PCMM). The Company set up its second subsidiary in UK - R S Software (UK) Ltd. to strengthen the marketing arm to reach to the clients in Greater Europe.

R S Software (India) Ltd Directors Reports

Dear Members,

Your Directors have immense pleasure in presenting the Thirty Fourth Annual Report together with the Audited Statement of Accounts, highlighting the business operations and financial results for the Financial Year ended March 31,2022.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY(STANDALONE AND CONSOLIDATED)

The summarized standalone and consolidated results of your Company and its subsidiaries are given in the table below: On the basis of standalone financial statements, the performance of the Company appears as follows:

(Rupees in Lacs)

Particulars 2021-22 2020-21
Total Revenue 3206.81 3715.09
Profit before Finance Charges, Tax, Depreciation/Amortization (PBITDA) (442.73) (1039.49)
Less: Finance Charges 0.05 27
Profit before Depreciation/Amortization (PBTDA) (442.68) (1066.49)
Less: Depreciation 318.67 380.91
Profit before Taxation (PBT) (761.35) (1447.40)
Profit/(Loss) after Taxation (PAT) from Continuing operation (1246.69) (1446.18)

On the basis of Consolidated Financial Statements, the performance of the Company appears as follows: (Rupees in Lacs)

Particulars 2021-22 2020-21
Total Revenue 3231.43 3726.42
Profit before Finance charges, Tax, Depreciation/Amortization (PBITDA) (1628.12) (1607.17)
Less: Finance Charges 0.05 27.00
Profit before Depreciation/Amortization (PBTDA) (1628.07) (1634.17)
Less: Depreciation 420.12 483.28
Profit before Taxation (PBT) (1207.95) (2117.45)
Profit/(Loss) after Taxation (PAT) (1645.16) (1995.88)

2. STATE OF COMPANY'S AFFAIRS

The company continues to be on a sound financial foundation. The stand alone performance continues to improve significantly, with operating losses improving by a whopping 60% during the fiscal year 21-22.While the subsidiary Paypermint continues to contribute towards the losses at consolidated level, it may be noted that the losses here are infact an investment , translating in to an asset that has marketable value, which is significant. The company is committed to pursue cashflow focus strategy, as the growth strategy continues to get execute, and the leadership team is focused on keeping a fine balance between the two.

• Margins analysis

The standalone net revenue for the financial year 2021-22 stood at Rs 3206.81 Lacs as compared to the previous financial year, which was Rs. 3715.09 Lacs. The dominant part of the reduction in revenue is attributable to the Staff Aug Business of the Company which is neither strategic to the core business, and neither has it been contributing to the margins. On a standalone basis, the Company's Standalone profit/(loss) before tax stood at Rs. (761.35) Lacs in the financial year 2021-22, vis-a-vis Rs. (1447.40) Lacs in the previous year. The Margins of the company has improved with the emphasis on product lead revenue and Strategic cost management initiatives, as reflect in the financial results of the company.

The company's progress is slow but steady on transitioning its business model to enhance its offerings from total services to include its suite of products and platforms. This is where the company has invested significantly over the past 5 years. The investments made have been written off as expenses in respective fiscal years and the valuation today of these products and platform does not appear in the balance sheet, standalone or consolidated. The company is pursuing its growth strategy in payments modernization, which is all about digital payments, and it's a multi-decade long opportunity.The covid-19 pandemic has accelerated the need for digital.

On a consolidated basis, the Company's profit/ (loss) before tax stood at Rs. (1207.95) Lacs in the financial year 2021-22, vis-avis Rs. (2117.45) Lacs in the previous year, operating loss reduced by almost half. The consolidated net revenue for the financial year 2021-22 decreased to Rs3231.43lacs as compared to the net consolidated net revenue for the last financial year which was Rs. 3726.42Lacs. The dominant part of the reduction in revenue is attributable to the Staff Aug Business of the Company which is neither strategic to the core business, and neither has t it been contributing to the margins.

• Reserves

The total standalone capital employed decreased from Rs. 6075.79 Lacs in 2020-21 to Rs. 4799.13 Lacs in 2021-22.

• Economic Scenario, outlook and strategy

We are closer to a fully digital payment landscape than we've ever been before, online payments have been scaling steadily over the past 5 - 10 years and the natural evolution of online payments to augmented payments is already happening before our very eyes. Towards the end of 2021 came a resurgence of interest in the metaverse, opening a door on the subject to many more people. First, Facebook rebranded to Meta, and shifted focus from social media to a new platform— the meta universe (or metaverse for short). Within a few weeks, both Microsoft and Nvidia updated analysts on their own metaverse ambitions. And, soon after, The Economist magazine announced to its global readership that "something metaverse-shaped lying in the relatively near future is an idea worth taking seriously."

The metaverse represents a strategic inflection point for today's financial institutions. Its arrival accentuates and accelerates three big trends that were already in play. Financial institutions need to address these trends to enable future success - both within the metaverse itself and across the wider world of digital commerce. According to Mckinsey the metaverse is still being defined, both literally and figuratively. Yet its potential to unleash the next wave of digital disruption seems increasingly clear, with real-life benefits already emerging for early adopting users and companies.

Payments are the lifeblood of today's global economy. Issuers, networks, payments processors, and merchant acquirers are investing heavily to retool their payments systems, capitalizing on several advances in technology to better align with customer preferences and sector-specific business requirements. In this article we examine recent trends in payments technology modernization, and four emergent technologies that are now—or about to—spark a wave of innovation. Disruption and innovation in payments technology, of course, is ongoing. Real-time payments, already commonplace in many geographies, are gaining ground.

The first section of this annual report has details included on the various aspects of the payments industry which impact our company and are creating the medium to long term growth opportunities. We have also detailed our growth strategy as a result of these opportunities.

The current market outlook and positioning of your Company has been covered separately as a part of this Annual Report in various sections as an addendum along with other analysis and discussion on performance

• COVID-19 pandemic

In view of COVID-19, Financial assistance has been received by the company from US government to help with the impact of the Covid-19, and strengthen the company's cashflows, a business loan of = $1 Million was received at a nominal interest rate of 1% during FY21 -22, and now the company has received a waiver of $559432 aggregating to Rs.408 Lacs during the year which has been reflected in the accounts of the company.

3. TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to the General Reserves. However, it has transferred an amount of 29.97 lacs to the Inter Brach Fluctuation Reserve and 109.96 lacs to the other items of other comprehensive income during the period.

4. CHANGES IN SHARE CAPITAL

The Company's paid up equity share capital remained at Rs. 12, 85, 41,590.00 (Rupees Twelve Crore Eighty-Five Lacs Forty One thousand Five Hundred Ninety only) comprising of 2, 57, 08,318 equity shares of Rs. 5/- each.

There was no change in the Company's paid up share capital during the year under review and there was no Issue of sweat equity shares and equity shares with differential rights as to dividend, voting or otherwise.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of business of the Company and the Company continues to concentrate on its own business.

6. DIVIDEND

Due to absence of profit the Board of directors of the Company could not recommend any dividend for the Financial Year ended 2021-22.

7. DETAILS OF BOARD MEETING

During the Financial Year five Board Meetings were held through Videoconferencing, details of which are given below:

Date of the meeting No. of Directors attended the meeting
19.05.2021 6
09.08.2021 5
07.09.2021 5
08.11.2021 6
02.02.2022 6

The maximum time gap between any two consecutive meetings did not exceed 120 (One Hundred Twenty) days. In view of the Covid-19 pandemic all these Board meeting held in Video conferencing / other audio-visual mode as allowed under MCA circular No. 20/2020 dated 13thJanuary, 2021 and SEBI/HO/DDHS/DDHS/CIR/P/2021/21 February 26, 2021.

8. COMMITTEES OF THE BOARD

The Audit Committee has been constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI Listing Regulations, 2015. The details of composition of the Committees of the Board of Directors are as under:-

a. Audit Committee

Sl. No. Name DIN Category
1. Mr. Rajasekar Ramaraj(Chairman) 00090279 Non- Executive & Independent Director
2. Mr. Shital Kumar Jain 00047474 Non Executive & Independent Director
3. Mr. Rajnit Rai Jain 00122942 Executive Director
4. Mr. Richard Nicholas Launder 03375772 Non- Executive & Independent Director

The Company Secretary of your Company acts as the Secretary to the Audit Committee. The terms of reference of the Audit Committee have been provided in the Corporate Governance Report forming part of this Report. During the Financial Year, the committee had met Four times as on May 19th 2021, August 9th, 2021, November 8th, 2021, and February2nd, 2022.

Recommendation by audit committee:

There were no such instances where the recommendation of audit committee has not been accepted by the Board during the financial year under review.

Vigil Mechanism/Whistle blower Mechanism

Your Company is serious about its adherence to the Codes of Conduct and to achieve at par with the highest standards of ethical, moral, and legal conduct of business operations and henceforth encourage its employees to bring ethical and legal violations they are aware of to an internal authority without fear of punishment or unfair treatment so that action can be taken immediately to resolve the problem. A Vigil (Whistle Blower) Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy. The mechanism also provides for adequate safeguards against victimization of Directors or employees or any other person to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. Thus, minimization of organization's exposure to the damage that can occur when employees circumvent internal mechanisms is the main objective which neither release employees from their duty of confidentiality in the course of their work, or can it be used as a route for raising any malicious allegations against people in authority and / or colleagues in general. Your company has given affirmation that no personnel have been denied access to the Audit Committee.

Your Company has formulated a codified Whistle Blower Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, 2015. Further, no complaints were reported under the Vigil Mechanism during the year.

The Company's Whistle Blower Policy is available on the company's website www.rssoftware.com and a link to the said policy has been provided elsewhere in this Annual Report.

b. Nomination & Remuneration Committee

Sl. No. Members DIN Category
1. Mr. Richard Nicholas Launder (Chairman) 03375772 Non-Executive & Independent Director
2. Mr. Rajasekar Ramaraj 00090279 Non -Executive & Independent Director
3. Mr. Rajnit Rai Jain 00122942 Executive Director
4. Mr. Shital Kumar Jain 00047474 Non- Executive & Independent Director

The Board of Directors of your Company has constituted a Nomination and Remuneration Committeein accordance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations, 2015.The terms of reference of the Committee has provided in the Corporate Governance Report forming part of this Report. During the financial year, the Committee met Four times as on May 19th 2021, August 9th, 2021, November 8th, 2021, and February 2nd, 2022.

c. Stakeholders Relationship Committee

Sl. No. Members DIN Category
1. Mr. Shital Kumar Jain (Chairman) 00047474 Non -Executive & Independent Director
2. Mr. Rajnit Rai Jain 00122942 Executive Director
3. Mr. Rajasekhar Ramaraj 00090279 Non-Executive&Independent Director

The terms of reference of the Committee have been provided in the Governance Report forming part of this Report. During the financial year, the Committee met Four times as on May 19th 2021, August 9th, 2021, November 8th, 2021, and February 2nd, 2022.

d. Corporate Social Responsibility Committee

Sl. No. Members DIN Category
1. Mr. Rajnit Rai Jain (Chairman) 00122942 Executive Director
2. Mr. Shital Kumar Jain 00047474 Non-Executive& Independent Director
3. Mr. Rajasekar Ramaraj 00090279 Non- Executive & Independent Director

Keeping in view, the losses incurred during the year including previous year(s), the provisions of spending money towards CSR expenditure under section 135 of the Companies Act, 2013 is not applicable to the company during the period, therefore no meetings were held during the financial year 2021-2022.

e. Executive committee

Sl. No. Members DIN Category
1. Mr. Rajnit Rai Jain (Chairman) 00122942 Executive Director
2. Mr. Shital Kumar Jain 00047474 Non-Executive & Independent Director
3. Mr. Rajasekar Ramaraj 00090279 Non-Executive & Independent Director
4. Mr. Richard Nicholas Launder 03375772 Non-Executive & Independent Director
5. Mr. Lakshmanan Narayan 01582059 Non-Executive & Independent Director

During the financial year, the Committee met Four times as on May 18th 2021, August 9th, 2021, November 8th, 2021, and February 2nd, 2022.

9. EMPLOYEE STOCK OPTION SCHEME ESOP Scheme

The Company's erlier ESOP Scheme 2019 has expired on 31 March, 2022 and none of the emplyess were awarded any options in the financial year 2021-22. Your directors have recommended Shareholders approval in the ensuing Annual General Meeting for the Company's new Employees Stock Option Scheme 2022 effective from 1st April, 2022 for a further period of 3 years. The Nomination and Remuneration Committee also designated as ESOP Compensation Committee, is empowered to formulate detailed terms and conditions of the Company's new ESOP Scheme 2022, administer, and supervise the same. Further, the Nomination and Remuneration Committee is empowered to determine the eligible employees of the Subsidiary Companies as well whether existing or future, from time to time within the validity period of the scheme for the entitlement ESOP Option grant.

Company's Employees Stock Option Scheme 2022 is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The disclosure required to be made under Regulation 14 of the said Regulations is available on the Company's website at www.rssoftware.com

10. TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNTS TO IEPF

Pursuant to the provisions of Section 124 of the Act, the dividend amounts which have remained unpaid or unclaimed for a period of seven years from the date of declaration have been transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government pursuant to Section 125 of the Act. The details of unpaid / unclaimed dividend that will be transferred to IEPF in subsequent years are given in the Corporate Governance Report. Further, according to the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), the shares in respect of which the dividend has not been claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Accordingly, the Company will transfer the corresponding shares for which the unpaid and unclaimed dividend has been transferred, as per the requirements of the IEPF Rules. The details of such shares are available on the website of the Company at https://www.rssoftware.com/ investors.

Further, in accordance with guidelines, the Company has appointed Nodal Officer for the purposes of verification of claims and coordination with Investor Education and Protection (IEPF) Authority and the requisite details are available on the Company's website https://www.rssoftware.com/investors.

11. DISCLOSURE RELATING TO MATERIAL VARIATIONS

As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, there are no such material variances in the Company.

12. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There are no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.

13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by any Regulators / Courts /Tribunals, which impacts the going concern status of the Company or will have any bearing on Company's Operations in future.

14. RISK MANGEMENT POLICY

In terms of the requirement of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has taken adequate measures to mitigate various risk encountered. In the opinion of the Board there is no such risk which may threaten the present existence of the Company. Your Company see a positive impact to our business as a result of COVID 19 impact. This is because the demand for digital and contact less payment technologies is expected to be on the increase. However, since all risks emerging from the impact of COVID 19 are not known, the company will continue to monitor the same closely.

15. INTERNAL CONTROL SYSTEMS

Your Company has adequate system of internal controls procedures commensurate with its size and the nature of its business. The company has documented its policies, controls and procedures, covering all financial and operating functions, designed to provide a reasonable assurance with regard to reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses, compliances with regulations, prevention and detection of fraudulent activities etc.

The internal control systems of the Company are monitored and evaluated by the Internal Auditors. Your Company manages and monitors the various risks and uncertainties that can have adverse impact on the Company's business. Your Company is giving major thrust in developing and strengthening its internal audit so that risk threat can be mitigated.

The Audit Committee of the Board of Directors, comprising of Independent Directors, regularly reviews the audit plans, significant audit findings, adequacy of internal controls, compliance with accounting standards as well as reasons for changes in accounting policies and practices, if any.

The CEO and CFO certification as provided in the Annual Report discusses the adequacy of the Company's Internal Control System and Audit.

16. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Pursuant to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rule, 2014, the statement containing the salient features of the financial statement and performance of a company's subsidiaries, is given in AOC-I which forms a part of this Annual Report.

The Consolidated Financial Statements are prepared in line with Section 129(3) of the Act read with the aforesaid Rules, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and in accordance with the Indian Accounting Standards ("IND AS"). Consolidated Financial Statements and other applicable provisions include financial information of its subsidiary companies.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company www.rssoftware.com.

During the year, there were no changes in the subsidiary company. Currently the company has two subsidiaries namely Responsive Solutions, Inc. and Paypermint Private Limited. Further, the Company has no Joint Venture and Associate during the financial year ended 31stMarch, 2022.

17. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

A report on the performance and financial position of each of the Subsidiaries included in the consolidated financial statements prepared by your company as per Rule 8(1) of the Companies (Accounts) Rules, 2014, forms part of the audited annual accounts of each of the subsidiary companies which have been placed on the website of your company https:// www.rssoftware.com/investors and also forms part of Form AOC-1 pursuant to Rule 5 of the Companies (Accounts) Rules, 2014, which are set out as an Annexure- A to the Directors' Report and forms a part of this Annual Report.

18. DEPOSITS

The Company has not accepted any kind of deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

19. AUDITORS Statutory Auditors

M/s Deoki Bijay & Co., Chartered Accountants (Registration No. 313105E) retires as Auditor of your Company. M/s. Chaturvedi & Company (Registration No. 302137E) are being appointed as the Auditors of the Company in place of the retiring Auditors to hold office from the conclusion of this 34th Annual General Meeting for a term of consecutive five years till conclusion of the 39th Annual General Meeting subject to approval by the shareholders at ensuing Annual General Meeting.

The retiring Statutory M/s Deoki Bijay & Co., Chartered Accountants (Registration No. 313105E) has submitted an unqualified Audit Report for the financial year 2021-22 and no frauds were detected by the Auditor during the financial year.

20. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MR & Associates, a firm of Company Secretaries in Practice to conduct the said Audit of the Company.

The Secretarial Auditors' Report, in the prescribed format, for the year ended March 31,2022 is annexed to this Directors' Report as Annexure B and forms part of the Annual Report.

The remarks in the Secretarial Audit Report for the financial year ended March 31,2022, is self-explanatory. The Report of the Secretarial Audit is annexed herewith as "Annexure B" to the Directors Report.

The Secretarial Auditor's certificate on the implementation of share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be made available at the AGM, electronically.

21. COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

22. EXTRACT OF THE ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format can be accessed at https://www. rssoftware.com/investors#.

23. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, in terms of Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been covered in the first section of the Annual Report.

24. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as "Annexure C".

The Statement containing particulars of employees as required under section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available for inspection in terms of Section 136 of the Act, any member interested may write to the Company Secretary and the same will be furnished on request.

25. CORPORATE SOCIAL RESPONSIBILITY

The concept of Corporate Social Responsibility has gained prominence from all avenues. Organizations have realized that Government alone will not be able to get success in its endeavour to uplift the downtrodden of Society. With the rapidly changing corporate environment, more functional autonomy, operational freedom etc. our company has adopted CSR as a strategic tool for sustainable growth. Pursuant to Section 135 of the Companies Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has in place a Corporate Social Responsibility (CSR) Policy. The CSR policy is uploaded on Company's website i.e. on https://www. rssoftware.com/investors. However, due to loss in the last three financial years the company is not required to spend money for CSR activity. Therefore, the Report on CSR Activities/ Initiatives along with other relevant disclosures is not applicable to the company since no CSR activity took place during the financial year 2021-2022.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section (3)(m) of the Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are given which forms a part of the Annual Report and attached as "Annexure D".

27. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rajnit RaiJain, Managing Director of the company who is liable to retire by rotation and offers himself for reappointment, based on the recommendation of Nomination and Remuneration Committee, subject to the approval of the members at the ensuing Annual General Meeting.

Your Company has received declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI Listing Regulations, 2015 that they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI Listing Regulations, 2015 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/ her ability to discharge their duties with an objective independent judgment and without any external influence. All the declarations were placed before the Board.

In terms of SEBI Listing Regulations, 2015, your Company identified the list of core skills/expertise/competencies as is required in the context of your Company's Business(es) and Sector(s) for it to function effectively and those which are actually available with the Board and mapped such skills to the Individual Directors of your Company. Details of such skills/expertise/competencies as identified were reviewed by the Nomination and Remuneration Committee and the Board of Directors and are furnished in the Corporate Governance Report and forms part of this Annual Report.

During the year, change in designation of Mr. Laxmanan Narayan took place. He was regularised as a Director of the company w.e.f. 10th August, 2021.

The brief resume / details relating to Director who is proposed to be re-appointed are furnished in the Notice of the ensuing AGM. The Board of Directors of your Company recommends his reappointment in the Board.

The following directors/executives of your Company are whole-time Key Managerial Personnel (KMPs) as on March 31, 2022, in accordance with the provisions of Section 203 of the Companies Act, 2013

Mr. Rajnit Rai Jain - Chairman & Managing Director

Mr. Vijendra Surana - Chief Financial Officer and Company Secretary.

28. REMUNERATION POLICY

Remuneration policy of the RS Software (India) Ltd comprising members of the Board of Directors ("Board"), Key Managerial Personnel ("KMP") and the Senior Management Personnel (SMP or "LT") of the Company.

The objective of the remuneration policy is to enable the Company to attract, motivate, and retain qualified industry professionals for the Board of Management and other executive level in order to achieve the Company strategic goals. The remuneration policy acknowledges the internal and external context as well as the business needs and long-term strategy. The policy is designed to encourage behaviour that is focused on long-term value creation, while adopting the highest standards of good corporate governance. The Company's Remuneration Policy is available on the company's website https://www.rssoftware.com/investors.

29. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the notes of the Financial Statements for the year ended 31st March, 2022 and form a part of this Annual Report.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015.

There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc., which may have potential conflict with the interest of the Company at large. Hence, no disclosure in Form AOC-2 is required. All related party transactions are presented to the Audit Committee and the Board for approval.

The Related Party Transaction Policy has been devised by your company for determining the materiality of transactions with related parties and dealings with them and the same is hosted on the website of the Company at https://www. rssoftware.com/investors and a link to the said policy has been provided elsewhere in this Annual Report.

31. ANNUAL EVALUATION OF BOARD'S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, an Annual Performance evaluation is to be made by the Board of its own performance and that of the Committees and individual Directors. The exercise was carried out covering various aspects of the Boards functioning such as composition of the Board & committees, qualification, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Non-Independent Directors.

The performance of Independent Directors has been evaluated based on the guidelines as provided under Schedule IV of the Act. In terms of SEBI Listing Regulations, 2015, the company has identified the list of core skills/expertise/competencies as is required in the context of company's business and sector for it to function effectively and those which are actually available with the Board.

The evaluation of the Independent Directors was carried out by the entire Board except by the Director being evaluated. The directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

32. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)

In terms of Regulation 25(7) of SEBI Listing Regulations, 2015, your Company endeavours to familiarize the Independent Directors (IDs) about your Company including nature of industry in which your Company operates business model of your Company, roles, rights and responsibilities of IDs and any other relevant information.

In addition to the above, the Board of Directors are continuously encouraged to participate in various external training sessions to ensure that the Board members are kept up to date. The details are uploaded on the website of the company www.rssoftware.com.

33. PREVENTION OF INSIDER TRADING

The Company has adopted / re-framed the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and Immediate Relatives of Designated Persons In terms of Regulation 8 and 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time (the "Regulations").

The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the applicable Code during the financial year.

34. CORPORATE GOVERNANCE

The Corporate Governance which form an integral part of this Report as "Annexure E", together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, 2015.

35. POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT

Your Company is committed to provide and promote safe, healthy, and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. Your company has complied with provisions relating to the constitution of Internal Complaints Committee and has put in place a "Policy on Prevention of Sexual Harassment" as per The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no cases filed / disposed of under prevention of sexual harassment.

36. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) of the Companies Act, 2013, your Board of Directors confirms that:

(i) In the preparation of the annual accounts for the financial year ended 31st March 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of the company for that period;

(iii) They havetaken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts for the financial year ended 31st March, 2022 on a going concern basis;

(v) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

37. INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

38. ONE TIME SETTLEMENT

There were no one time settlement made during the year, therefore the disclosures of the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with all applicable provisions of the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI) on Board Meetings and General Meetings under section 118(10) of the act.

40. ACKNOWLEDGEMENTS

Your Directors' place on record their deep appreciation of the continued assistance and co-operation extended to the Company by its customers, investors, bankers, Government agencies and its dedicated group of employees. Above all, the Board expresses a deep sense of gratitude to the Members of the Company who have reposed faith in their Board and the Management.

Registered Office: For and on behalf of the Board of Directors
234/3A, A.J.C. Bose Road Sd/-
Kolkata - 700 020 Rajnit Rai Jain
Place: New Delhi CHAIRMAN AND MANAGING DIRECTOR
Date:22.04.2022 (DIN: 00122942)

   

R S Software (India) Ltd Company Background

R R JainR R Jain
Incorporation Year1987
Registered OfficeA-2 234/3A FMC Fortuna,1st Floor AJC Bose Road
Kolkata,West Bengal-700020
Telephone91-33-22876254/6255/5746,Managing Director
Fax91-33-22876256
Company SecretaryVijendra Surana
AuditorDeoki Bijay & Co
Face Value5
Market Lot1
ListingBSE,NSE,
RegistrarCB Management Services Ltd
P-22,Bondel Road, ,Kolkata-700019

R S Software (India) Ltd Company Management

Director NameDirector DesignationYear
R R Jain Chairman & Managing Director 2022
Shital K Jain Non-Exec. & Independent Dir. 2022
R Ramaraj Non-Exec. & Independent Dir. 2022
Richard Nicholas Launder Non-Exec. & Independent Dir. 2022
Sarita Jain Non-Exec & Non-Independent Dir 2022
Vijendra Surana CFO & Company Secretary 2022
Lakshmanan Narayan Non-Exec & Non-Independent Dir 2022

R S Software (India) Ltd Listing Information

R S Software (India) Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Software Services Rs.00045.6804
Computer Softwares-Domestic Rs.00011.8832
Domestic Sales of Stock in TraNA 0002.3978
Computer Softwares-Export Rs.0000

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