R S Software India Ltd. — Annual Report 2020

Nov 9, 2019

w w_w_[.][rs] _ [s] [o] [f][t] _ _w _a[r] _ _e.[c] _[o] _rn _____ ~~. .Q -~~

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An ISO 9001:2015 and ISO 27001:2013 company

November 09, 2019

The General Manager

Department of Corporate Services, Bombay Stock Exchange Ltd.,

1st Floor, Phiroze Jeejeebhoy To wers, Dalal Street, Mumbai - 400 001

Dear Sir,

Sub: Outcome of the Board Meeting held on November 09, 2019.

The Board of Directors of the Company at the meeting held today, i.e. on November 09, 2019 has approved the follo wings:

• 1) Approval of Audited Standalone and Consolidated Financial Results for the Period ending September 30, 2019 and the Auditor's Reports (copies enclosed)

We confirm having submitted the Auditor's Report with unmodified opinions and the Financial Results for the period ending September 30, 2019 as per the format prescribed in Schedule Ill of the Companies Act 2013.

This is for your information and records only.

Thanking you,

Yours faithfully, For R S Software (India) Ltd.

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Vijendra Surana CFO & Company Secretary

Encl: As above

G / 0 b a f L 8 a d 8 r I n pr O VI "ding T 8 Ch n O / 0 g y SO/ U ti O n S t O th e E / 8 C t f O n i C Pa Y.m 8 n t S In d US t f y

• Registered Office: ► R.S. Software (India) Ltd. A-2, FMC Fortuna, 234/3A, A.J.C Bose Road, Kolkata 700020, India Tel: 91 33 2287 5746, 91 33 2281 0106 Fax: 91 33 2287 6256

Computer Centers: US Offices:

UK Office:

Subsidiaries:

• RS Tower, Block ON - 9,: Sector - V Salt Lake Electronics Complex, Kolkata 700091, India Tel: 91 33 6601 8899 Fax: 91 33 2367 4469

► 1900 McCarthy Boulevafd, Suite #103, Milpitas CA 95035 Tel: 408 382 1200 Fax: 408 382 0083 ► 555 North Point Center East, 4th floor, Alpharetta GA 30022 Tel: 678 366 5179 Fax: 678 366 5001

• Suite 218, Orion House. 104 - 106 Cranbrook Road, lllford, Essex IG1 4LZ Ph: 02086363996

• Responsive Solutions Inc .• California, US

• ► R.S. Software (Asia} Pte. Limited, Singapore. Asia

• Payperrnint Pvt. Limited

RSsoftware

A COMPANY FOCUSSED ON ELECTRONIC PA YMENTS R S S OF TWA R E(INDIA) LIMITE D (CIN: L72200WB1987PLC043375) An ISO 9001 :2008, ISO 27001:2013 Company

Statement of Standalone Audited Financial Results for the Period ended 30th Sept,2019 in compliance with Indian Accountin<1 Standards

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Particulars		Quarter Ended		Half Year	Ended	Year Ended 31st of March
	Sep'19	Jun'19	Sep'18	Sep'19	Sep'18	Mar'19
REVENUE FROM OPERATION
	1,382.14	1,701.98	1314.93	3084.12	2429.35	6104.09
OTHER INCOME	86.10	**(61.91) **	136.71	24.19	259.50	577.41
TOTAL REVENUE	1468.24	1640.07	1451.63	3108.31	2688.85	6681.50
EXPENSES:
Purchases_of_Stock-in-Trade		113.94	7.50	113.94	7.50	789.21
Employee benefits expense	1,430.94	1,519.02	1550.25	2949.95	3048.90	5947.51
			0.00
Finance costs	11.01	10.69	3.26	21.70	7.01	28.32
Depreciation and amortization expense	49.45	51.43	57.72	100.88	113.63	221.03
Other expenses Including subcontractor	675.06	701.81	597.31	1376.88	1229.92	2674.94
Total �xpenses	2166.46	2396.89	2216.04	4563.35	4406.9S	9661.01
Profit/(loss) before exu,ptlonal Items and tax	(698.22)	(7S6.82)	(764.41)	(1455.04)	(1718.10)	(2979.51)
Exceptional Items	0	0	0.00	0.00	0.00	0.00
Proflt/(loss) before tax	(698.22)	(756.82)	(764.41)	(14S5.0)	(1718.10)	(2979.S1)
Tax expense:
current tax				0.00	0.00	0.00
Deferred tax	-		(134.06)	-	(454.58)	**(591.96) **
Profit (Loss) for the year from continuing operations	(698.22)	{756.82)	(630.34)	(1455.0)	(1263.S2)	(2387.54)
Other Comprehensive Income
Items that will not be reclassified to profit or
loss						**(4.07) **
Profit (loss) for the year	(698.22)	(7S6.82)	(630.34)	(1455.0)	(1263.52)	(2391.61)
Paid Up Share C.pltal(par value RS S each fully
paid)	J,285.42	1,285.42	1285.42	1285.42	128S.42	U85.42
Other Equity	12,414.94	13,117.20	14770.76	12414.94	14770.76	13881.24
Earnings per equity share (for continuing
operation):
8as1c	**(2.72) **	(2.94)	(2.45)	(5.66)	(4.91)	**(9.29) **
Diluted	(2.72)	(2.94)	(2.45)	(5.66)	**(4.91) **	(9.29)

Note: The audited Stanalone Financial Statements for the year ended September 30,2019 have been taken on record by the Soard of Directors at its meeting held on November 09, 2019.The statutory auditors have expressed an unqualified audit opinion. The information presented above is extracted from the audited interim stcmdalone financial statements.The interim financial statements are prepared in accordance with {Ind AS) as pre.scribed under section 133 of the Companie's Act 2013,read with Rule 3 of the Companies (indian Accounting Standards) Rule 15.

Registered Office : 234/3A, A.J.C. Bose Road, Kolkata - 700 020 DATED: November 9,2019 PLACE : Kolkata

On behalf of the Board of Directors of RS SoftG" (lodia) Limit,< �[c> ] (Chairm, n & Managing Director) • DIN : 00 1 942

RSsofh.\:are A COMPANY FOCUSSED ON E LE CTRONIC PAYME NTS An ISO 9001:2008, ISO 27001:2013 Company R S S OFTWA RE(INDIA) LIM I TED (CIN: L72200WB1987PLC043375)

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RSsofare A COMPANY FOCUSSED ON E LE CTRONIC PAYME NTS R S S OFTWA RE(INDIA) LIM I TED (CIN: L72200WB1987PLC03375) An ISO 9001:2008, ISO 27001:2013 Company	RSsofare A COMPANY FOCUSSED ON E LE CTRONIC PAYME NTS R S S OFTWA RE(INDIA) LIM I TED (CIN: L72200WB1987PLC03375) An ISO 9001:2008, ISO 27001:2013 Company	RSsofare A COMPANY FOCUSSED ON E LE CTRONIC PAYME NTS R S S OFTWA RE(INDIA) LIM I TED (CIN: L72200WB1987PLC03375) An ISO 9001:2008, ISO 27001:2013 Company	RSsofare A COMPANY FOCUSSED ON E LE CTRONIC PAYME NTS R S S OFTWA RE(INDIA) LIM I TED (CIN: L72200WB1987PLC03375) An ISO 9001:2008, ISO 27001:2013 Company	RSsofare A COMPANY FOCUSSED ON E LE CTRONIC PAYME NTS R S S OFTWA RE(INDIA) LIM I TED (CIN: L72200WB1987PLC03375) An ISO 9001:2008, ISO 27001:2013 Company	RSsofare A COMPANY FOCUSSED ON E LE CTRONIC PAYME NTS R S S OFTWA RE(INDIA) LIM I TED (CIN: L72200WB1987PLC03375) An ISO 9001:2008, ISO 27001:2013 Company	RSsofare A COMPANY FOCUSSED ON E LE CTRONIC PAYME NTS R S S OFTWA RE(INDIA) LIM I TED (CIN: L72200WB1987PLC03375) An ISO 9001:2008, ISO 27001:2013 Company	RSsofare A COMPANY FOCUSSED ON E LE CTRONIC PAYME NTS R S S OFTWA RE(INDIA) LIM I TED (CIN: L72200WB1987PLC03375) An ISO 9001:2008, ISO 27001:2013 Company
Stateme Parculars 1. Segment Revenue ( net sale J income from each sement should be disclsed a Segmnt• A (USA) b. Sgmnt· B (ROW) Total Other Income Segmnt • 8 (ROW) fotal Less : Inter • se!nt revenu	nt of Standalone Au Sep'19	dited Financial Results for the Period Ended Sept 30,2019 Quatr Ended Han Yea E nded Yea Ended 31st of Mach
		Jun'19		Se'18	Sep'19	Sep'1S	2019
	1.146,0 236.0 t,18.2.1 86.1 16.1	S 9 4 0 0	1,333.lS . 60 l,70L91 l6t,9ll 161.91)	1,087 . .) 226,99 l.ll4,93 136.70 1370	2.A79,◄2 <.70 3,0l,l. 24,19 2Ul	1,9 91 462.44 2.429,35 259.S **259. . **	4,447,36 1,19.31 S,637.n 1,03.13 1.03.13
N el Revenue from Operatons	1,14		1,6.07	11.63	3,10 31	2,6&,aS	**6,611.S **
2.Sgent Resu�s Proft(Loss) before Ta: & Interest from each segment a. Sgmnt • A (USA) b Sgmnt • B (ROW) Total Less: lnt st Le : O Less: Un ble Sing, Gnera & Amnis�atve Exnses	(43S.6Jt U.79 1 . 1) 11.01 49,45 19.9'		('24,36) jB.17) l4.53) 10.69 51,3 29.17	1•86.34} 12.36 (473 !) 3.26 57.72 229M	(7S9.9t 8.62 (751.U) 21.70 10.88 581.0	(l,Hi0.111 41.48 (1,lU,63) 7.01 113.63 478.83	(1,Ul.49) 20.0 ll,63l.A9) 21.2 221.03 1,0.67
Profit beore t	{'91.UJ		(75.12	(7'4.401	(l,4SS.01	11.na.101 (2,919.51)
Note: ( 1) Assets used in the Coany's business ae not capabe of bing s; ifa y idenlled with any separate segnts, con5e<uenty is not prat t provde segmnted discosures in relaton t tla asses and liabiltes with any rasonab degre o a uay. STATEMENT OF ASSETS & LIABILITIES ASSETS Half Ynr Ended YEAR ENDED NSep'l9\ **Sep'l8**\ **Mar19**\ **PROPERTY PLANT & EQUIPMENT**\ **PROPfFffY PlANT & fOUIPMENT**\ **386.SS**\ **462.24**\ **40.71**\ 1NTANGl8lE ASSI \ 143.63\ 117.18\ 176.33\ **INTANGIBLE ASSETS UNDER DEVELOPMENT**\ **1.024.68**\ 82.32\ 623.94\ **FINANOAL ASSETS**\ **llVESTMENTS**\ **2.531.32**\ **2.861.50**\ **2.871.59**\ **LOANS**\ **1.30.0 **\ 1.30.0\ l.30.0\ **QTHfA FINANCIA\. ASSfT**\ 1.0ll,42\ **t.l.07**\ l.017.44\ **DEFERRED TA AITS (Net)**\ 2,649.S4\ 2,S12.1.\ **2,o49.S4**\ **OTHER NON CURRENT ASS**\ 875.81\ 954.72\ 805.30\ **CURRENT ASSCTS**\ **FINANCIALA55CTS**\ **INVESTMENT**\ **1,56..41**\ **4,17S.47**\ **3,424.24**\ **lRAO[ RECEIVABLES **\ **544.68**\ 70.S8\ **6lS.l7**\ **CASH & CASH £QUI\AUNTS**\ **1,0S0,49**\ **352,2S**\ **622.?3**\ **OTHER BANK 8AI.ANCE**\ **269.Sl**\ **1.08,81**\ **407.10**\ **011ER FINANCIAL ASSCTS**\ **S94,S$**\ **421 60**\ **,96,87**\ **OTHER CURRENT ASSfTS**\ **1.&18.36**\ **1.399. .2**\ **1,786.81**\ **TOT Al**\ **15,8.S.96**\ **17,706.22**\ 11,264.n\ **UABIUTlES**\ **[QUITY**\ **SHARE CAPITAL**\ **1.28S.42**\ **1.28S.42**\ **1.285.42 **\ **OlHER EQUI**\ **12.414,94**\ **14,770.76**\ **13 . . 1.24**\ **UABIUTIB**\ **NON CURRENT UABILITIES**\ **PROVlSK>NS 195.67 2S6.58 23033 CURRENT UABIUTIB flNANCIAt. UABIUTY SHORT TEAM BORROwtNGS/AOANCES 1,119.66 867.27 8S3.64 TRDE PAYASlES 387.24 419.28 439.72 OTHER HNANCIAL LIABILITIB 17S.J1 S9.16 2]6.0 OTHER CURRENT UABILITIES 226.66 35.99 J0?.3S SHORT TERM PROVISIONS 31.07 11.76 Jl 07 TOTAL 1S,13S.96 17,706.22 17,26.71 On behalf of the Soard of Directorsof RS Softwirerdia) ' Limited Re1istered Office 0 • 234/3A, A.J.C. Bose Road, Kolk•to - 700 020 e - DATED: Ncwember 9,2019 {Chairman &�aoagin& Director) PlACE: Kolkata OIN ; 012292

< R Ssoftware

A COMPANY FOCUSSED ON ELECTRONIC PAYMENTS

R S S O F T W A R E ( I N D I A) LI M I T E D (CIN: L72200WB1987PLC043375) An ISO 9001:2008, ISO 27001:2013 Company

CASH FLOW STATEMENT FOR THE PERIOD ENDED SEPT 30,2019

	PARTICULARS	PERIOD ENDED	YEAR ENDED	MAR 31,
		SEPT 30,2019	2019
		fin Lac	f In Lac
CASH FLOW STATEMENT
A	CASH FLOW FROM OPERATING ACTIVITIES:
	NET PROFIT BEFORE TAX	(1,455.04)		(2,983.58)
	ADJUSTMENT FOR
	DEPRECIATION	100.88		221.03
	INTERESTPAID	21.70		28.32
	FOREIGN EXCHANGE FLUCTUATION RESERVE	(11.25)		26.18
	PROVISION FOR GRATUITY, LEAVE ENCASHMENT	55.00		58.23
	INTEREST RECEIVED	(24.19)		(577.40)
	DIVIDEND RECEIVED
	EMPLOYEES EXPENSES AMORTIZATION	(89.66)		(126.42)
	OPERATNG PROFIT BEFORE WORKING CAPITAL CHANGES	{1,402.56)		(3,353.65)
	ADJUSTMENT FOR
	TRADE AND OTHER RECEIVABLES	(27.20)		266.23
	LOANS AND ADVANCES AND OTHER ASSETS	(108.04)		(752.21)
	TRADE PAYABLES&OTHER LIABILITIES(INCLUDES EMPLOYEE AMORTISATON&FOREX)	72.15		(78.15)
	CASH GENERATED FROM OPERATONS	(1,46S.6S)		(3,917.77)
	NET CASH FROM OPERATING ACTIVITIES	(1,465.65)		(3,917.77)
B	CASH FLOW FROM INVESTMENT ACTIVITIES :
	PURCHASE Of PROPERTY PLANT & EQUIPMENT	(454.76)		(718.53)
	INTEREST RECEIVED	408.21		533. 76
	DIVIDEND RECEIVED
	INVESTMENT MADE DURING THE YEAR	1,824.07		2,658.12
	NET CASH FROM INVESTMENT ACTIVITIES	1,777.53		2,473.36
C	CASH FLOW FROM FINANCE ACTIVITIES:
	PROCEEDS FROM SHARE APPLICATON			-
	INTEREST PAID	(21.70)		(28.32)
	DIVIDEND AND DIVIDEND TAX PAID
	NET CASH FROM FINANCING ACTIVITIES	(21.70)		(28.32)
	NET INCREASE /DECREASE IN CASH AND CASH EQUIVALENTS (A+B+C)	290.18		(1,472.73)
	OPENING CASH AND CASH EQUIVALENTS	1,029.83		2,502.56
	CLOSING CASH AND CASH EQUIVALENTS	1,320.00		1,029.83

The Notes referred to above form an integral part of the Standalone Financial Statement. This is the Standalone Financial Statement referred to in our report of even date.

Registered Office On behalf of the Board of Directors of 234/JA, A.J.C. Bose Road, R S Software (India) Limited Kolkata - 700 020 �1 DATED: November 9,2019 R Jain • PLACE : Kolkata (Chairman & M naglng Director) DIN : 0 122942

DEOKI BIJAY & CO. Chartered Accountants 213C Jabakus u m House, 34 Chittaranjan Avenue, Kolkata -700 012

C/\

Phone:2212 1110, Email: deokin agrawal@redifmail.com Website: www.dbcca .co.in

INDEPENDENT AUDITOR'S REPORT ON THE AUDIT OF THE INTERIM STANDALONE FINANCIA L RESULTS

TO THE BOARD OF DIRECTORS OF R S Software (India) Limited

Opinion

We have audited the accompanying Statement of Standalone quarterly financial results of RS Software (India) Ltd ("the company") for the quarter ended September 30, 2019 and the year to date results for the period from April 1, 2019 to September 30, 2019 attached herewith ("the statement") being submitted by the company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to . us these standalone financial results:

i. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and

ii. give a trne and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian accounting standards and other accounting principles generally accepted in India of the net loss and other comprehensive income and other financial information of the company for the quarter and half year ended September 30, 2019

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the Auditor··s Responsibilities for the Audit of the Standalone Financial Results section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial results under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Management's Responsibilities for the Interim Standalone Financial Resu)L-.

These quarterly financial results as well as the year to date standalone financial results have been prepared on the basis of the audited Interim Standalone Financial Statements. The Company's Board of Directors are responsible for the preparation of these Interim Standalone Financial results that give a true and fair view of the net loss and other comprehensive income and other financial information in accordance , the recognition and measurement principles laid down in Indian Accounting Standard 34, 'Interim Financial Reporting' prescribed under Section 133 of the Act read with relevant rules issued there under and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility ~~also includes~~ maintenance of adequate accounting records in accordance with the provisi J t for safeguarding of the assets of the Company and for preventing and detec · her irregularities; qj 0 Q *

selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Interim Standalone Financial results, the Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Interim Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the standalone financial results as a whole are free from material misstatement, whether due to fraud or error, and to . issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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• Identify and assess the risks of material misstatement of the standalone financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting e�timates and related disclosures made by the Board of Directors.

• . • Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or condit�ons may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial results, including the disclosures, and whether the financial results represent the underlying transactions and events in ���i3:J.!hat achieves fair presentation.

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RS Software (India) limited n,�van�P� �OOQ?01Q

Deoki Bi jay & Co. rh:n·ttiore1rl Arrn11nt::,ntc:

Materiality is the magnitude of misstatements in the interim standalone financial results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the interim standalone financial results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the interim standalone financial results.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Place: Kolkata

Date: the 9[th ] day of November, 2019

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For Deoki Bijay & Co. Chartered Accountants F.R.N. 313105£ J �-. (CA. D. N. Agrawal) Partner Memb. No. 51157 UDIN-

•

RS Software (India) limited (\ ,�v PnrlPrl -:io OQ ?01 Q

Deoki Bi jay & Co. rh�rtPrPl1 Arrn11nt::1ntc

RSsoftware

A COMPANY FOCUSSED ON ELECTRONIC PAYMENTS R S S O F T W A R E ( I N D I A) l I M I TE D (CIN: L72200WB1987PLC043375) An ISO 9001 :2008, ISO 27001:2013 Company

RSsofar A COMPANY FOCUSSED ON ELECTRONIC PAYMENTS R S S O F T W A R E ( I N D I A) l I M I TE D (CIN: L72200WB1987PLC043375) An ISO 9001 :2008, ISO 27001:2013 Company	RSsofar A COMPANY FOCUSSED ON ELECTRONIC PAYMENTS R S S O F T W A R E ( I N D I A) l I M I TE D (CIN: L72200WB1987PLC043375) An ISO 9001 :2008, ISO 27001:2013 Company	RSsofar A COMPANY FOCUSSED ON ELECTRONIC PAYMENTS R S S O F T W A R E ( I N D I A) l I M I TE D (CIN: L72200WB1987PLC043375) An ISO 9001 :2008, ISO 27001:2013 Company	RSsofar A COMPANY FOCUSSED ON ELECTRONIC PAYMENTS R S S O F T W A R E ( I N D I A) l I M I TE D (CIN: L72200WB1987PLC043375) An ISO 9001 :2008, ISO 27001:2013 Company	RSsofar A COMPANY FOCUSSED ON ELECTRONIC PAYMENTS R S S O F T W A R E ( I N D I A) l I M I TE D (CIN: L72200WB1987PLC043375) An ISO 9001 :2008, ISO 27001:2013 Company
PARTICULARS REVENUE FROM OPERATION OTHER INCOME TOTAL REVENUE EXPENSES: Purchases of Stock-in-Trade Employee benefits expense Finance costs Depredation and amortization exoense Other expenses Total Expenses Proft/(loss) before exceptional Items and ta, P;oflt/(loss) before ta, TH expense: Cu,rent tax Deferred tu Proflt (loss) for the year from continuing operation. Attributable to: Sha,ehotders of the Company Non ControHing Interest Other Comprehensive Income Items that will not� r@classified to profit _or_loss Profit tLoss) for the yea, Attributable to: Shareholders of the Company Non Controlling Interest Paid Up Share Capltal(par value RS 5 each folly paid ) Other Equity Earnings per equity share Uor continuing operation I: Basic Diluted	Statementof Consolidated Audited Financial Results for the Period Ended Sept 30,2019 Quarer Ended Half Year Ended Year Ended 31st of March Seo-19 Jun-19 Sep-18 Sep-19 Seo-18 2019
	Quarer Ended
	Seo-19	Jun-19
	1,391.81 99.03 1,49.84 1,608.77 11.01 77.03 702.04 2,398.85 (98.01) (908.01) 0.01 (98.02) (863.92) (44.11) (908.02) (863.92) (44.ll) 1,285.42 12,837.80 (3.53) (3.53)	1,702.40 148.27) 1,654.14 113.94 1,643.30 10.69 78.71 696.37 2,543.01 (888.87) (888.87) 0.55 (889.42) (861.16) (28.26) (889.42) (861.16) (28.26) 1,285.42 13,724.47 (3.46) (3.46)	1,471.30 132.93 1,604.23 7.50 1,834.21 3.26 85.30 549.65 2,479.91 (875.68) (875.68) 2.34 1159.06) (718.96) 1695.17) (23.78) (718.96) (695.17) (23.78) 1,285.42 16,136.15 (2.79) (2.79)	3,094.21 2,741.46 6,539.27 50.76 264.63 644,14 3,144.97 3,06.09 7,183.41 l13.94 7.50 789.21 3,252.06 3,457.92 6,671 47 21.70 7.01 28.32 155.74 168.19 330.15 1,398 41 1,255.70 2,719 78 4,941.85 4,896.32 10,538.93 (1,796.88) (1,89.23) 13,355.51) (1,796.88) (1,890.23) 13,355.51) 0.57 19.67 42.14 1519.79) (68l.24) (1,797.45) (1,39.11) (2,716.41) 11,725.08) (1,343.63) (2,616.10) (72.37) (46.47) 110.31) 14.07) (1,797.45) 11,39.11) (2,720.48) (1,725.08) (1,343.63) (2,620 16) (72.37) (46.47) 110 31) 1,285.42 1,285.42 1,28542 12,837.80 16,136.15 14,627.75 (6.99) (5.41) (10.57) (6.99) (5.41) (10.57)
Note:l)The audited Consolidated Financial Statements for the year ended September 30,2019 have been taken on record by the Board of 01rectors at its mtung held on November 9. 2019.The statutory auditors have expressed an unqualified audit opinion. The information presented above is e>tracted from the interim audited consolidated financial statements.The interim consolidated financial statements are prepared in accordance with the Indian Accounting Standards(lnd AS} as prescribed under section 133 of the Corpanie's Act 2013,read with Rule 3 of the Companies (1ndian Accounting Standa,ds) Ru\es,2015 and Companies! ,ndian Accountln@ Standards) Amendment Rules 2)The interim audited con.olldated financial results of the company for the year ended September 30,2019,have b n reviewed by the Audit Committee of the board and appro�d by the Boardof Directors at its meeting held on November 9,2019. Registered Office 234/3A, A.J.C. Bose Road, Kolkata-700 020 DATED: November 9,2019 PLACE:Kolkata On behalf of the Board of Directors of RS Software (India) Limited • c . R RJain (Chairman & Ma ag g Director) DIN : 00122942

Note:l)The audited Consolidated Financial Statements for the year ended September 30,2019 have been taken on record by the Board of 01rectors at its mttung held on November 9. 2019.The statutory auditors have expressed an unqualified audit opinion. The information presented above is e>etracted from the interim audited consolidated financial statements.The interim consolidated financial statements are prepared in accordance with the Indian Accounting Standards(lnd AS} as prescribed under section 133 of the Cornpanie's Act 2013,read with Rule 3 of the Companies (1ndian Accounting Standa,ds) Ru\es,2015 and Companies! ,ndian Ac:countln@ Standards) Amendment Rules

2)The interim audited con.solldated financial results of the company for the year ended September 30,2019,have be n reviewed by the Audit Committee of the board and appro�d by the Board of Directors at its meeting held on November 9,2019.

Registered Office 234/3A, A.J.C. Bose Road, Kolkata - 700 020 DATED: November 9,2019 PLACE : Kolkata

On behalf of the Board of Directors of RS Software (India) Limited • c: . R RJain (Chairman & Ma ag g Director) DIN : 00122942

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RSaoftware

A COMPANY FOCUSSED ON ELECTRONIC PAYMENTS RS S OFTWARE(I NDIA) LIMITED (CIN: L72200WB1987PLC043375) An ISO 9001 :2008, ISO 27001 :2013 Company

A COMPANY FOCUSSED ON ELECTRONIC PAYMENTS RS S OFTWARE(I NDIA) LIMITED (CIN: L72200WB1987PLC043375) An ISO 9001 :2008, ISO 27001 :2013 Company	A COMPANY FOCUSSED ON ELECTRONIC PAYMENTS RS S OFTWARE(I NDIA) LIMITED (CIN: L72200WB1987PLC043375) An ISO 9001 :2008, ISO 27001 :2013 Company	A COMPANY FOCUSSED ON ELECTRONIC PAYMENTS RS S OFTWARE(I NDIA) LIMITED (CIN: L72200WB1987PLC043375) An ISO 9001 :2008, ISO 27001 :2013 Company	A COMPANY FOCUSSED ON ELECTRONIC PAYMENTS RS S OFTWARE(I NDIA) LIMITED (CIN: L72200WB1987PLC043375) An ISO 9001 :2008, ISO 27001 :2013 Company	A COMPANY FOCUSSED ON ELECTRONIC PAYMENTS RS S OFTWARE(I NDIA) LIMITED (CIN: L72200WB1987PLC043375) An ISO 9001 :2008, ISO 27001 :2013 Company	A COMPANY FOCUSSED ON ELECTRONIC PAYMENTS RS S OFTWARE(I NDIA) LIMITED (CIN: L72200WB1987PLC043375) An ISO 9001 :2008, ISO 27001 :2013 Company
fin Lac
Statement of Consoidated AuditedFinancial Resuls for thePeiod Ended Seot 30,2019
Particulars	Quarter Ended Haf Year Ended				Year Ende 31st of Mach
	Seo-19	Jun-19	~~s ,a~~ **s.n-19 **	**s-18 **	**2019 **
1. Segment Revenue ( net sale I income from each segment should be disclsed a Sgmnt-A(USA) b Sgmnt· 8 (ROW) Total Oher Income Sejmnt • 8 (ROW) Total Less : Intr• segmnt revenue	U460 11.>8 l,1S7,6J 333.21 333.tl	1,333 38 24.84 1,3Sl.21 "9S.93 19S.93	1243 6� 247!M2 J27 6 36.4� 1,471,JO 2U.14 132.93 62913 132.93 629.U	226.7S 414.67 2,741.4& 26.6 ,.	486.6 411.37 S,171.01 19S.41 l,9S.41
NetRevenue from Opeatons	1.49.&4	1,,5,14	1,6.22 !,)4.97	1,06.0	7,1a3.42
2.Segment Resuts Profl(Loss) before Tax & Interest from each segment aSegmnt· A [USA) b. Sgmnt- B (ROW) Total less· Interest LessDeprecian Less. Una ab Selkng, Gnera & Adrmstatve Expenses Prof�beforetax	(493.39) (79 771 tsu1s) 11.01 77.0l 246.82 j9.Ol)	(40S.32} U32 251 1537.57) 1069 78.71 261.9 (Ul.17)	(217.41) (898?o) (364.06) (212.) (S11.47) (1,110.72) 3.16 21.70 8S.29 lSS.74 205.66 SB.71 (175.69) (1,796.Uj	l'"'"I 1732 07) U,212.HI 7.01 168 19 4"2 3S (1,8.221	(1,878.46) 1120.22) (l,f8.") 28.3' 33.tS._,. j3,3SS.Sl}

Note: As ls used in the Company's business are net capable or being specifical y idenlified witn any separate segmenls, consequentiy ,s not practicable to proYide segmenled disclosures in relation to total assets and liabilrties with any reasonable degree ol ac uracy.

STATEMENT OF ASSETS & LIABILITIES	Hatf year	ended	Year ended	Year ended
ASSETS	Seo-19		Seo-181	M�r-19
HON CURRENT ASSETS
PROPERTY PLANT & EQUIPMENT
PROPERT PlAHT & EQUIPMENT	391.34	47S.S6		40.78
INT ANGIBlf ASSETS INTANGIBLE ASSETS UNDER DEVELOPMENT	689.79 10246	834 23 82 32		773.07 62394
F INAHCIAl ASSITS
INVESTMENTS lOANS OTHER FINANCIAL ASSE1	0 0 130.0 1101.23	. 018 1300 623 07		341.27 1300.0 104.72
DEFERRED 1� ASSETS lNet)	2872 91	271146		2872.91
OTHER NON CURRENT ASSns	876.21	1070.lS		919 15
CURRENT ASSfTS
FINANCIAL ASSETS
INV[SlMfNT	2071.13	S698.70		4188.97
TRADE RECEIVABLES	543,11	705 59		615.29
CH & CASH EQUIVALENTS	1859 25	1594,83		1742 98
OTHER SANK BAlANC[S	269.52	10881		407.l0
OTHUt FINANCIAL ASSOS	594.55	42l.6C		496.87
OTHER CURR(NT ASSETS	1957.81	1458.35		1778.10
TOTAL	lSSSl.SJ	18375,0S		17S70.l4
UA81LIT1ES
EQUrrY
SHARf CAPrlAl	1285.42	1285.42		1285.42
OTHEREQUtTV	12837 30	16136.1S		14627.75
NON CONTROLLING INTEREST	272.16	6432		344,SJ
LlA81Lll1£S
NON CURR[Nl llABIUllES
PROVISK>NS	224 96	256.S8		2S1.95
CURRENT UABILITIES
FINANCIAL UA81l,ITY
SHORT TERM 80RROWINGS/ADVANC£$ IADC PAYABLES ()IHfR JINNCIAl llA81UTIES OTHER CURRENT UA81UTl(S	0 0 4S6.l6 213.4g 23037	0.00 412.22 5916 100.44		0.0 47.07 273.01 307.35
SHORT TERM PROVISIONS	31,07	11 76		31.0
TOTAL	lSSSl.S.3	18375.0S		17570.14

Re1inered Office- : 234/3A, A.J.C. Bo« Road, Kolkata , 700 020 DATED: November 9,2019 PLACE . Kotkata

On behalf of the Soard of Directors of RS S0ftwi1 (India) Limited �[-] (Chairman Managing Director) DIN: 0122 42

, .

RSsoftware

A COMPAN Y FOCUSS ED ON ELECTRONIC PAYM ENTS R S S O F T W A R E ( I N D I A) LI M I T E D (CIN: L72200WB1987PLC043375) An ISO 9001 :2008, ISO 27001 :2013 Company

CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD ENDED SEPT 30,2019

Alter consolidating the results of the Company with those of its wholly owned foreign subsidiaries Responsive Solution INC., RS Soltware Asia Pte. ltd and Paypermint Pvt LTD

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YEAR ENDED MAR
PARTICULARS PERIOD ENDED SEPT 30,2019
31,2019
f In Lac fin Lac
CASH FLOW STATEMENT
A CASH FLOW FROM OPERATING ACTIVITIES:
NET PROFIT BEFORE TAX (1,796.88) (3,359.58)
ADJUSTMENT FOR
DEPRECIATION 155.74 330.15
INTERESTPAID 21.70 28.32
FOREIGN EXCHANGE FLUCTUATION RESERVE 7.50 177.31
PROVISION FOR GRATU!iY, LEAVE ENCASHMENT 31.07 31.07
INTEREST RECEIVED (50. 76)
EMPLOYEES EXPENSES AMORTIZATION (60.06) (75.65)
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES (1,691.70) (3,512.52)
ADJUSTMENT FOR
TRADE AND OTHER RECEIVABLES (25.51) 277.79
LOANS AND ADVANCES AND OTHER ASSETS (143.29) 447.23
TRADE PAYABLES & OTHER LIABILITIES(INCLUDES AMORTISATION ) (127.29) (159.63)
LESS:INCOME TAX (0.57) (42.14)
NET CASH FROM OPERATING ACTIVITIES (1,988.35) (2,989.27)
B CASH FLOW FROM INVESTMENT ACTIVITIES:
PURCHASE OF PROPERiY PLANT & EQUIPMENT (454.76) (793.50)
INTEREST RECEIVED 436.86 567.60
INVESTMENT REDEEMED DURING THE PERIOD 2,079.02 1,926.30
NET CASH FROM INVESTMENT ACTIVITIES 2,061.12 1,700.40
C CASH FLOW FROM FINANCE ACTIVITIES:
PROCEEDS FROM SHARE APPLICATION/ MINORiiY INTEREST (72.37) (98.71)
INTEREST PAID (21.70) (28.32)
NET CASH FROM FINANCING ACTIVmES (94.07) (127.03)
NET INCREASE /DECREASE IN CASH AND CASH EQUIVALENTS (A+B+C) (21.30) (1,415.90)
OPENING CASH AND CASH EQUIVALENTS 2,150.07 3,565.97
CLOSING CASH ANO CASH EQUIVALENTS 2 128.77 2 150.07
The Notes referred to above form an inteqral part of the Financial Statement.
This is the Financial Statement referred to in our report of even date.
Registered Office On behalf of the Board of Directors of
234/3A, A.J.C. Bose Road,
Kolkata - 700 020
� C.: [v ]
DATED: November 9,2019 RR Jai
PLACE : Kolkata (Chair an & Managing Director)
DIN : 0 122942
(644.14)
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DEOKI BIJAV & CO. Chartered Accountants

2 13C Jabakusum House,34 Chittaranjan Avenue, Kolkata -700 012 Ph:2212 1110, Email: deokinagrawal@rediffmail.comWebsite:www.dbcca.co.in

Independent Auditor's Report on Audit of Interim Consolidated Financial Results

To THE BOARD OF DIRECTORS OF R S Software (India) Limited

Opinion

We have audited the accompanying Statement of Consolidated Financial Results of R S Software India Limited C'the Company") and its subsidiaries Responsive Solution Inc., R.S. Software (Asia) Pte Limited and Paypermint Private Limited (the Company and its subsidiaries together referred to as "the group") for the quarter and half year ended September 30, 2019 ("the Statement") being submitted by the company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended(" the Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports of the other auditors on separate financial statements/ financial information of subsidiaries :-

• a. includes the results of subsidiaries Responsive Solution Inc., R.S. Software (Asia) Pte Limited and Paypermint Private Limited.

• b. is presented in accordance with the requirements of Regulation 33 of the Listing Regulations, as amended; and

• c. gives a true and fair view, in conformity with the applicable Indian accounting standards, and other accounting principles generally accepted in India of consolidated net loss and consolidated total comprehensive loss and other financial information of the Group for the quarter and half year ended September 30,2019.

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,..

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Results section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to in "Other Matter" paragraph below, is sufficient and appropriate to provide a basis for our opinion.

Management's Responsibilities for the Interim Consolidated Financial Results

These quarterly financial results as well as the year to date consolidated financial results have been prepared from the related audited interim financial statements.

The Company's Board of Directors are responsible for the preparation and presentation of these consolidated financial results that give a true and fair view of the net loss and other comprehensive income and other financial information of the Group in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, 'Interim Financial Reporting' prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation , and presentation of the consolidated financial results that give a true a�d fair view and are free from material misstatement, whether due to fraud or error, which have been used for

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...

the purpose of preparation of the consolidated financial results by the Directors of the Company, as aforesaid.

In preparing the Interim Consolidated Financial Results, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of the Group.

Auditor's Responsibilities for the Audit of the Interim Consolidated Financial Results

Our objectives are to obtain reasonable assurance about whether the consolidated financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also

• Identify and assess the risks of material misstatement of the consolidated financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

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• Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial results, including the disclosures, and whether the consolidated financial results represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities within the Group to express an opinion on the consolidated Financial Results. We are responsible for the dire[c] tion, supervision and performance of the audit of financial information of such entities included in the consolidated financial results of which we are the independent auditors. For the other entities included in the consolidated Financial Results, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

Materiality is the magnitude of misstatements in the interim standalone financial results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the interim standalone financial results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the interim standalone financial results

We communicate with those charged with governance of the Company and such other entities included in the consolidated financial results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

We also: performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable. •

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..

Other Matters

The Interim Consolidated Financial Results include the audited Interim Financial Results of Responsive Solution Inc., R.S. Software (Asia) Pte Limited and Paypermint Private Limited , the subsidiaries, whose interim Financial Statements reflect Group's share of total assets of Rs. 2,477.80 lacs as at September 30,2019, Group's share of total revenue of Rs. 22.66 lacs and Rs. 36.72 lacs and Group's share of total loss after tax of Rs. 253.91 lacs and Rs. 414.77 lacs for the quarter ended September,2019 and for the half year ended September,2019 respectively, as considered in the consolidated Financial Results, which have been audited by their respective independent auditors. The independent auditors' reports on interim financial statements of these entities have been furnished to us and our opinion on the consolidated Financial Results, in so far as it relates to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditors and the procedures performed by us are as stated in paragraph above.

Our opinion on the Interim Consolidated Financial Results is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the Financial Results certified by the Board of Directors.

For Deoki Bijay & Co. Chartered Accountants CA. D. N. Agrawal Partner Memb. No. 51157

r r , ... ,_

UDIN:

Place: Kolkata Date: 9th November, 2019

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•