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payments at the speed of thought RS Software puts it into action

RS Software (India) Limited Annual report 2018-19

Forward-looking statement

In this Annual Report we have disclosed forward-looking information to enable investors to comprehend our prospects and take informed investment decisions. This report and other statements - written and oral - that we periodically make, contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried, wherever possible, to identify such statements by using words such as ‘anticipates’, ‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’ and words of similar substance in connection with any discussion of future performance.

We cannot guarantee that these forward-looking statements will be realized, although we believe we have been prudent in assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind.

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

04 What combines hope, optimism and reality check 42 The Game - Changers 07 What is strengthening our future 52 08 Our brand communication 58
52 Management Discussion and Analysis
58 The Company’s Overview
66 The Company’s financial highlights 2018-19
12 Chairman’s Overview
16 Board of Directors
67 Risk and Response
18
69 Notice
30 Acceptance infrastructure and Platforms
78 Director’s report
36 RS Software changing business models
130
203
38 Authentication Strategies

Digital payments Reliable and Frictionless through innovation and ease of use Deliver Payments industry Relentless tomorrow strong on growth attitude and lot of work to today be done

Relentless attitude

The regulators globally led by the European regulator are mandating the creation of a dynamic, high speed and innovative payment ecosystem that is open, secure and democratizes the reach to ensure inclusiveness at all levels in the society. The market forces are at work to deliver tomorrow today. This works to our advantage as our economic MOAT is focused on delivering tomorrow today.

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The only and only way to get to building an environment where payments happen at the speed of thought is to keep working at it with perseverance, commitment levels unheard of, and an achievement protocol that mandates relentless attitude. We have demonstrated time and again that we work with perseverance and total commitment.

Despite a large continuing growth in digital payments, cash is still the king and 75% – 80% of the payments for personal consumer expenditure still happen in cash. Business-toBusiness payments that are estimated at US$120 trillion annually are dominantly made by cheques. This augurs well for us as we are ready to leverage the secular growth trend in digital payments.

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What combines hope, optimism and reality check

Strengthening validated Many tech companies in India and across the world today are facing the following:

1) Low or negative margins

2) Relative under performance

3) Over-reliance on a single product/ dominant client or legacy business During the last 3 years RS Software has achieved success in eliminating single dominant client risk and has reinvented itself to move away from executing just legacy technologies business. It has achieved something that no company of the size of RS Software has, and that is the opportunity to build a national payment infrastructure for India. This has positioned India as a leader in digital payments, just like in late 1990s India leapfrogged in the telecom space, and democratized the reach of communication ease to its billion+ population. The Company has achieved success in several areas, foremost amongst which are leadership team building and an agile sales engine that is now ready to respond to dynamic developments in the markets. Turnarounds are a complex phenomenon. Companies in different cultures and different economic environments have had to adopt varying means to achieve success. RS Software is addressing behaviour and capability changes that will make us stronger and more resilient than ever before. However, all turnarounds are painstakingly slow the world over, but we are committed for the long haul.

Opportunities continue to grow As the world is going digital, the way we live and pay for what we need is going through major transformation, and hence the demand for digital payments. As an example, E-commerce is perhaps one of the most visible success stories of the digital age in every part of the world, including India. But even today E-commerce represents no more than 10%-12% of the US$15 trillion retail industry globally. Clearly we have seen only the tip of the iceberg. Regulators are constantly bringing about changes to help achieve inclusion in digital payments, such that it spreads to all sections of the society. Faster payments/Real time payments are becoming more user friendly. Large global technology players like Apple, Amazon, Facebook, Google and the investor community in general is accelerating investments in digital payments. As a result, the growth in digital payments is now a secular trend, creating ongoing opportunities for companies like RS Software. There are approximately 400 billion electronic/digital payment transactions that happen today globally, and this is likely to reach 1000 Billion within the next 3 years. Research companies and leaders like McKinsey are observing that the pace of growth is higher than forecasted in several markets in the world. Research dollars are pouring into authentication methods to reduce fraud. Acceptance infrastructure needs to expand to accommodate the demand of consumers and businesses and that of governments. Later in this report we have included RS Software’s approach and

Strategic clarity and coherence The execution of the last three years at the Company has brought about significant learning which is bringing strategic clarity to our market facing direction in particular and coherence across all business functions. Companies that do three things together are better positioned for a sustainable course of high performance, and starting with FY2018-19 the Company continues to be focused on achieving this objective. First, they create clarity and coherence in their strategy, articulating the differentiating capabilities that they will need to win in the marketplace. Second, they put in place an optimized cost structure and approach to capital allocation, with continual investment in the capabilities critical to success, while proactively cutting costs in less-critical areas to fund these investments. Third, they build supportive organizations. They redesign their structures, incentives, decision rights, skill sets, and other organizational and cultural elements to more closely align their behaviour to their strategy, and to harness the collective actions of their people.

Gamechangers

The Company has demonstrated success in building payment platforms that are gamechangers both for RS Software and for India as a country. Even as the Company is marching towards revenue level growth that it is capable of executing, there is a huge validation and reinforcement achieved in fulfilment excellence, which has strengthened the MOAT of the Company forever.

RS Software envisions a world where we can enable transactions that occur as fast as you think it. We want to make payments frictionless and seamless.

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What is strengthening our future

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Payment Industry:
Dynamism
Speed
Disruption
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Industry strong
on growth and
positive investor
sentiment
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RS redesigning
organizational and
cultural elements
new business
models
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The Core Pillars of Success

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Growth
Turnaround Strengthening acceleration
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At RS Software we are engaged in strengthening our business around profitability and sustainability. The Company continues to demonstrate the principles of ‘invest, perform and create’, and during FY2018-19 we achieved consolidation in our efforts across the board to transition our strategy, which will now help to accelerate and expand our reach in the market.

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successful icon for India’s leadership in payments globally, and is now executing 800 million transactions a month. UPI is a game changer for the Indian payments space.

We have strengthened significantly our abilities to recruit the best talent needed to achieve our goals and we now have our winning team in place.

We have successfully reduced our cash losses by 16% and ensured each dollar of investment is measured for returns.

We have successfully won the most coveted RFP globally to build the world’s first Enterprise Fraud and Risk Management (EFRM) platform that covers 18 payment channels, with both cards and alternate payments on the same platform yet another factor that strengthens India’s leadership in digital payments.

We have enhanced the productivity of our sales and marketing engine by 30%.

We have successfully reallocated costs away from general and administrative expenses, and have instituted high focus on managing employee costs effectively.

We have successfully demonstrated our digital merchant acquiring platform Payabbhi to several global organizations

The payments platform UPI that we have built for India has become the most

and industry SMEs, with the objective of benchmarking its technology architecture and feature functionalities to that of the best available in the industry. We have enhanced the integration of this platform with more financial institutions, and have implemented the learnings from the beta launch of this platform. This is a major progress towards the transition of our strategy.

We are evolving new business models. Services and products produce a single revenue stream, while platforms – intermediaries that connect two or more distinct groups of users and enable their direct interaction – can generate many. Recognizing that 75% to 80% of the world, especially emerging economies, still pays in cash at merchant locations, there is need in the market for high quality acceptance infrastructure and platform play, which is what we are now ready for.

Greatness is not

in where we stand, but in what direction we are moving. We must sail sometimes with the wind and sometimes against it—but sail we must, and not drift, nor lie at anchor.

—Oliver Wendell Holmes

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Our brand communication and

how it solidifies our market facing approach

Brand equity has always mattered to companies. What has changed over the past decade, primarily as a result of digital communications, is a company’s loss of control over information related to its brand and the democratization of influence. A company’s senior management and traditional media sources no longer have exclusive or primary control over brand equity. In the last six months we have done significant brainstroming and have engaged with a world class marketing specialist team.

Our goal is to ensure that all our stakeholders benefit by knowing about our successes as they occur and the progress we are making in the transitioning of our company. More importantly, it helps us to bring coherence in our market facing strategy and help accelerate our revenue growth. As part of this direction, the Company while keeping its core strengths as an anchor, will now aim to communicate clearly and build itself as a brand that shows its full commitment and passion towards every aspect of this payment revolution, from products to platforms and beyond. This translates into a new avatar for RS Software.

We now have a new identity in the form of a new logo, visual expression and tone and manner, true to our core philosophy as a brand. This new identity aims at establishing ourselves in a unique and dominant position in this dynamic, high speed, and innovative payments revolution.

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Expertise
Conceptualize
Customer Focus
and deliver
Relentless
payment solutions
Contemporary
for tomorrow
Our Core
Core
Value
Pillars
Proposition
Our Ethos
Our Statement
of Purpose
To make
payments reliable
and frictionless;
transform
businesses and
change lives
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Our Team

We now have a team in place that has the ethos, stamina, discipline and the grit to execute the core values of the organization, and successfully deliver on an accelerated growth phase, capitalising the large opportunities in the payments industry globally.

Our Strategy

To leverage the revolutionary changes which are happening in the payments industry globally.

The new world of digital commerce needs a new revolutionary payments system, addressing the growing needs of the merchant and the consumer.

RS Software was appraised with the ISO 9001:2015 and ISO/IEC 27001:2013

Our People

RS Software comprises some of the most experienced professionals and engineers in the global payments solutions sector. This competence has been reinforced through the recruitment, training and retention of professionals.

Our Listing

RS Software is listed in Bombay Stock Exchange (BSE) (BSE: 517447) and National Stock Exchange (NSE) (NSE:RSSOFTWAREEQ).

At a macro level, RS Software’s strategy is to offer capabilities in payments infrastructure building at the national level and helping businesses to enable digital payments globally.

Our customers

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Acquiring Institutions/ Merchants processors

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Chairman’s Overview

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Amongst the most glaring realities in the world is that success is a journey and not a destination. This is because the goal post keeps moving, and in this move lies the foundation of continued ambition to transform and change to maximize the returns to all stakeholders of a business entity.

At RS Software, as we traverse this journey, there are several goals we have scored in these 3 years, and each of these goals have strengthened our ability to win in the market place. In the words of the Dalai Lama, it is worth remembering that the time of greatest gain in terms of wisdom and inner strength is often that of greatest difficulty. The history of the corporate world bears testimony to the fact that the organizations which continue to demonstrate small successes throughout their journey of transformation, and those who live with values of engaging with consistent reality checks are best able to inspire themselves with hope and optimism for maximum rewards for stakeholders the best. We have not only eliminated the highest risk to our long term leadership, we have most importantly architected our capabilities to participate in the secular growth trend of digital payments globally.

Change represents progress. In business or in life, for change to be effective, one must accept that its very nature is complex, multi-layered and time consuming. The process of change – transformation, turnarounds, call it what you will – is expensive. Companies don’t have unlimited cash, investors do not have endless patience, managing communications (so critical to eventual success) is an extremely daunting task, and entrepreneurs need nerves of steel to stay alert, disciplined and be agile during the process. The truth is that companies are complex entities with lots of moving parts like highly imperfect human beings, where attention to details is constantly tested, and the mysterious luck factor is highly sought after. The entropy factor is huge. It’s a control freak’s nightmare.

That’s why turnarounds, especially in business, are so hard. It isn’t a science. It isn’t even an art. In reality, it’s a very complicated challenge, irrespective of the size of the organization. Perhaps the most

underestimated and least appreciated

Examples abound of people and companies who once performed at the top of their game because they were zestful and adventurous, until they became complacent or they did not have the courage to take the more difficult path to strengthen their future. Take for example Yahoo when it was overpowered by Google, the Company responded with significant turnaround efforts. It has been several years of hard work and the Yahoo brand today is live and kicking. IBM which practically ‘died’ in mid 1990s, revived itself to become a leader in yet another offering, software and software services. Needless to say, both these organizations made progress but success was painstakingly slow.

The most effective way to manage change successfully is to create it. The river that goes to the sea undergoes several changes, including twists and turns during its journey. It flows slow and fast as per the situation. At RS Software, we were very clear when we began the journey of our strategic change in 2016, that we were embarking on a path that is going to be treacherous and painful. Several wins along the way have helped us to march forward with our head held high. While these successes may not be that obvious to those stakeholders who are not able to connect the dots leading to a stronger foundation, we know that the opportunity is boundless for us to grow and today we are better equipped than ever before.

Demonstrated success

Between April 2016 and April 2019, RS Software has achieved successful transition of its capabilities, strengthening its future significantly higher for mid to long term. We are now ready to help our clients achieve digital enablement. We are an API-first, Cloud-first, Mobilefirst organization that coexists with

our capabilities to work with legacy technologies. Our conviction of this future is evidenced by our decision to make an investment exceeding H100 crores during the last three years, ensuring that we are best prepared to capitalize on the digital payment opportunities which are only increasing globally. Our customers are moving at a rapid pace to benefit from the accelerated move to embrace the digital technologies that are transforming the payments industry and bringing in newer and rewarding business models. Additional sources of growth come from redesigning business models, creating something innovative, and exploring disruptive services. We are creating new offerings and business models that are custom-designed to satisfy unmet needs more completely, quickly, and flexibly than before. This is now enabling us to build a sales pipeline that fuels growth far into the future.

Our investment in building API-first capabilities have resulted in us acquiring 30+ new clients, large and small. We have learnt hugely by executing what is known as the Silicon Valley mantra, “ fail fast, learn fast and move towards your goals”. We have tested our learning and demonstrated success with new clients – large and small. Importantly we have demonstrated repeat success in winning RFPs against global competition to build national level payment infrastructure. There are about 100 countries today that are at different stages of their roadmaps to make digital payments available to their citizens.

RS Software - The new avatar

While our core foundation and our MOAT is anchored in the depth of our experiences and existence of 27+ years, we have gained significantly from our learning over the last 3 years. We have revisited our direction and arrived at our new avatar . This will now establish us in a unique and dominant position, and we

Perform

Fiercely client focused

It is not the strongest of the species that survives, nor the most intelligent that survives. It is the one that is the most adaptable to change. —Charles Darwin

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work with full commitment and passion towards every aspect of this dynamic, high speed, and innovative payments revolution, from services - products - platforms and beyond. This is what we term as our enhanced three-pronged business model which will ensure that we deliver the highest returns to all our stakeholders.

products and services in both consumer and corporate payments and accelerating digital commerce thereby transforming humanity. The success of UPI has made India a leader in digital payments globally.

unturned to make our growth strategy a great implementation success. Our leadership team and I are excited to bring all this to fruition. Strength and growth come only through continuous effort and struggle.

Unlike in developed countries – US, UK or EU countries where electronic payments have evolved over the years from offline card based payments to online card payments, digital wallets and now real time payments. India has jumped ahead to an entirely new age of digital payments backed by a robust payments infrastructure. This is the best testimony to the success of our abilities to exclusively build India’s digital payments infrastructure.

The RS Software and UPI connect

UPI’s transaction volume has crossed the 800 million per month mark as it celebrated its 3rd anniversary post the launch in April 2016 – a remarkable success indeed. At RS Software, we take a moment to step back to reflect on the journey of us building UPI for Indian government owned NPCI, and enabling India’s banks to connect to its rails. We believe that a faster payments infrastructure is not an end in itself; it is an opportunity for banks to deliver innovative

We believe our enhanced redesigned business model with three-pronged approach, combined with the team we now have in place to leverage our MOAT will accelerate our reach in the market, which in turn translates to demonstrated success, leading to scalable opportunities. We are confident of earning the trust and faith of all our stakeholders. RS Software is absolutely committed to leave no stone

The RS Payments and Innovation Lab has innovated and built several products

and frameworks for enhancing the acceptance infrastructure in the digital payments economy. As the regulators globally push down the interchange cost for merchants for accepting digital payments and the wealth moves from the banks to merchants, so the opportunity is to enable merchants to spend some of that additional wealth on the value adds that payment aggregators can provide to them.

Larger opportunities ahead

The global payments industry is facing more disruptions than ever before, in its efforts to keep pace with the value creation needed to meet rising customer expectations. A wave of consolidation in the form of mergers and cross-border acquisitions are creating large payments players with market caps bigger than the largest banks. Just in the first 5 months of 2019, M&A activities amounting to US$100 Billion are reshaping the industry. Powered by the digital revolution enabling a number of cashless payment instruments, large fintechs like Adyen and Stripe, and technology giants like Apple, Alibaba and Google are moving in to grab a piece of the market. According to McKinsey, the US$2 trillion payments market is racing toward the US$3 trillion mark primarily fuelled by the growth in APAC, especially China, followed by LATAM, Eastern Europe and Africa. McKinsey forecasts mobile commerce to reach 70% of global digital commerce sales by 2022. Cross-border E-commerce is poised for huge growth with the current trend of high-ticket transactions trending downwards to low-ticket casual online purchases. The growing adoption of ISO 20022 standards is also helping instant cross-border payments gain traction. Other consumer to business categories like international tuition or subscription payments are growing substantially. As new and redesigned business models pose competitive threats, it becomes

imperative for every player in this ecosystem to plan for transformation in order to survive and retain their positions.

All of this augurs well for our company. The H100+ crores that we have invested in re-skilling ourselves, and building new business models that enable a good mix of services and platform play have positioned us strategically to reach out to our customers in more than one way.

Our economic moat

A deliberate choice of operating only in the payments space, a sharp focus on our customers and a relentless attitude towards our work have helped us create a position of strength - as a domain expert. Our work ranges from creating solutions for VISA, the pioneer and a leader in the payments space, to building and operating one of the biggest payment platforms in the world – UPI. We deliver, full-spectrum, end-to-end, large scale and global projects because of our experience and expertise.

Achievement protocol

FY2018-19 performance is testimony to how in the most challenging times of the life cycle of our company’s history, we have continued to work with total belief in ourselves, with absolute commitment to achieve the best returns for all our stakeholders.

Strengthening validated : There are

several successes that the Company has achieved during the last three years. The dots are connecting together that reinforce our path to the future.

Opportunities continue to grow : Data

from all sources validate the continuing and boundless growth opportunities in digital payments, and we have mapped our competencies against each of these growth areas. The large demand in acceptance infrastructure, and leading edge authentication technology have been detailed in this report.

Strategic clarity and coherence: We

continue to learn from each of our actions executed since the launch of our strategy transition and this is helping to bring coherence between our market facing approach, and our fulfilment engine. Equally important is the recognition that the brand needs to do more. Much more.

Gamechangers: Our investment of H100 crores over the last 3 years have resulted in building capabilities for the digital payments world, which have been well tested while building payment platforms that are scalable globally.

The Company continues to demonstrate the principles of invest, perform and create, and during FY2018-19 achieved consolidation in its efforts across the board to transition its strategy, which will now help to accelerate and expand the reach in the market.

We envision a world where the brand enables transactions that occur as fast as you think it. The essential benefit of which is frictionless and seamless payments.

We are today even more confident of our future.

Raj Jain

Chairman & Managing Director

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Board of Directors

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Raj Jain Chairman and Managing Director

Mr. Raj Jain has pioneered the domainfocused model to provide technology solutions in the area of electronic/ digital payments. He is the founder CEO and CMD of RS software, a company that builds world class payment platforms which are highly reliable and available at high volumes and very secure. The Company has the distinction of building today the digital payment infrastructure at national level, and is transforming emerging markets like India.

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R. Ramaraj Director

R. Ramaraj is an icon in his field. His last venture was Sify, where he was the co-founder and Chief Executive Officer. He was recognized as the ‘Evangelist of the Year’ at the India Internet World Convention in September 2000 and voted ‘IT Person of the Year’ in a CNET.com poll in India that same year.

In 2010, the Confederation of Indian Industry (CII) recognized him with a Life Time Achievement Award for nurturing the Spirit of Entrepreneurship and

Raj Jain was acknowledged by Ernst & Young as one of the top 20 Outstanding Entrepreneurs of the Year, and he speaks at various global forums and at universities. He is the past Chairman of NASSCOM, an industry association that has helped India to provide leadership in information technology and now enabling the global corporations to transform to digital technologies.

Raj Jain co-founded the fourth chapter in Silicon Valley of Young Presidents Organisation (YPO). YPO is a global network of chief executives that connects 24,000 peers and their families in more than 130 countries to learn, exchange ideas and address the challenges leaders face today. Altogether, YPO member run companies that employ 15 million people and generate US$ 6 trillion in annual revenues.

inspiring and mentoring numerous entrepreneurs. He was the Senior Advisor at Sequoia Capital and is currently Senior Advisor at Elevar Equity. Mr. Ramaraj is the Chairman of Villgro Foundation, an incubator for social enterprises. He is also a Member of the Board of Governors of the Indian Institute of Management, Calcutta.

Mr. Ramaraj was a member of the Global Board of Trustees of TiE (The Indus Entrepreneurs) and the first Indian to be invited to serve on the Board of Directors of ICANN (Internet Corporation for Assigned Names and Numbers).

He holds a B.Tech. degree in Chemical Engineering from the University of Madras as well as an MBA from the Indian Institute of Management, Calcutta and a Ph.D. from SRM University.

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Shital Jain
Director
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Shital Jain brings to our Board more than 31 years of experience with Citibank, one of the world’s largest financial service providers. Mr. Jain’s assignments

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Richard Launder Director

Richard Launder has more than 30 years of experience in the payments industry with strengths in sales, marketing and operations. He is an expert in strategic selling, building effective sales teams

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Sarita Jain Director

Sarita Jain has been a Director on the RS Software Board since the Company’s inception in 1989. In addition to

with Citibank involved work in Hong Kong, Taiwan, the Philippines, Thailand, and Canada. He played a lead role in establishing the consumer credit practice for Citibank in India.

Currently, he is also on the Board of PNB Housing. Mr. Jain is a Fulbright scholar, receiving his MBA from Indiana University, where he was elected to the Beta Gamma Society, whose membership includes the top 25% of MBAs in the US.

and marketing within diverse markets and cultures. As a Managing Director in Europe, Middle East and Africa for one of the largest software companies in the payments industry, Mr. Launder generated more than US$130 million in revenue by developing a distribution model for the region based on acquisitions, direct operations, joint ventures, distributors and sales agents. His vast experience in payments application software is particularly relevant to RS Software’s strategic direction.

possessing exemplary administrative, communication and organisational skills, Mrs. Jain holds a degree in English Honors and a Masters degree in English from Delhi University and an associate degree in Mass Communication.

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Senior Executive

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builds world class payment platforms which are highly reliable and available at high volumes and very secure. The Company has the distinction of building today the digital payment infrastructure at national level, and is transforming emerging markets like India.

Raj Jain Raj Jain was acknowledged by Ernst & Chairman & Managing Director Young as one of the top 20 Outstanding Entrepreneurs of the Year, and he speaks at Mr. Raj Jain has pioneered the domainvarious global forums and at universities. focused model to provide technology He is the past Chairman of NASSCOM, solutions in the area of electronic/ digital an industry association that has helped payments. He is the founder CEO and India to provide leadership in information

Mr. Raj Jain has pioneered the domainfocused model to provide technology solutions in the area of electronic/ digital payments. He is the founder CEO and CMD of RS software, a company that

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challenges and provide long-term sustainable solutions leading to increased revenue, reduced costs and increased end customer satisfaction at his clients’ businesses. Leading large scale businesses, setting up new growth engines and turning around businesses to deliver exponential growth and margins are his forte. He has played significant roles in delivering business results, primarily focused on strategic revenue growth, P&L and key business metrics across Enterprise Solutions, Payments industry, Application Development, and Maintenance, IT Infrastructure Services, and Business Process Outsourcing (BPO). In doing so, he has successfully handled large teams, driven exponential growth, and delivered excellence.

Milind Kamat Chief Operating Officer

Milind Kamat spearheads the Strategy and all Business Operations of RS Software, as the Chief Operating Officer (COO). He brings in an exemplary career track record spanning more than 28 years, in both IT services business, and Payments platform business, in international and domestic geographies and roles.

Milind’s experience in technology consulting and Payments across industries enables him to address business

He has the ability to envision, build and drive growth and sales strategies

technology and now enabling the global corporations to transform todigital technologies.

and execute plans, and has in-depth experience in client acquisition, increasing market and wallet share, managing large client account portfolios, and selectionto-deployment of IT solutions and services that involve clients, suppliers and advisory firms. Milind has also been responsible for IT governance, business service management, and enterprise transformation both at strategic and implementation levels. Some of his achievements have been in building a BPO business ground up worth a quarter billion dollars, setting up and winning large business deals in North America in excess of a billion dollars, building and managing a quarter billion dollar worth global account, and driving 20x revenue growth in 5 years for a Payments platform, thereby delivering excellence in sales and operations.

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Vijendra Surana CFO and Company Secretary

Vijendra Surana, with 24 years of experience, has garnered expertise in Strategic, Corporate and Financial Planning while working in varied sectors

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Francis Albin Senior Vice President and Head of Sales

Francis Albin’s experience of 30 years lies in sales leadership, specializing in the Financial Services industry (Banking and Payments) around software, services and consulting, managing both direct and channel sales. His specific areas of expertise are robotics, customer service,

that includes Merchant Banking, Financial Services, Information Technology, Tea, Power, and International Trade.

At RS Software he has been engaged in Strategic Management, Corporate Planning and Financial Management, and is accountable for Strategic Initiatives, Reporting, Investor Relations, Budgetary Management, Due Diligence, Capital Structure, taxation, treasury functions, compliances and legal matters. Over the last ten years he has helped build comprehensive strategies and tactics

predictive and adaptive analytics, core processing and other back office operational software.

With proven success in aligning customer’s business objectives and strategies with those of a broad virtual team, and fostering a partnership that consistently exceeds solutions and services revenue targets, Francis has the ability to manage the end to end buying cycle for radiation and net-new sales opportunities creating a compelling vision of how a broad solution offering (SaaS and software solutions) align with customer priorities. He works relentlessly and collaboratively with large virtual teams ensuring customers are delighted with, and realizes the value of those solutions.

organization. With diligent financial management through operational efficiencies & process improvement coupled with effective corporate governance, he has ensured business continuity for customers leading to significant improvement in the performance of the Company.

Vijendra is a B. Com (Hons) from St. Xavier’s College Kolkata. A qualified MBA(ICFAI), he is an accredited Chartered Accountant (FCA), Company Secretary (ACS) and Cost & Management Accountant (ACMA).

Francis’ execution strategies and his experience in integrating functional knowledge in areas of enterprise and business line strategy, global sales/market growth, channel development and operations management will drive results. Under his leadership, the team will find intelligent ways to exceed objectives with steady focus, aggressive implementation and commitment towards developing and executing strategic and tactical plans that maximize profits and growth. Francis brings to the table excellent skills towards building relationships and influencing sales with direct and indirect sales organizations in diverse cultural environments.

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Senior Executive

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Sumit Misra Associate Vice-President

Sumit Misra has the distinction of serving major companies in the IT outsourcing industry working as an engineer, project lead and project manager. During a professional career that spans 28 years,

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Pranjal Chakraborti GM & Solution Lead – Digital & Fister Payments

Pranjal Chakraborti has 22+ years of experience in designing and delivering digital payment solutions for a global clientele. He brings in specialized experience in building Faster Payments

Sumit has helped leading companies in the payment industry determine technical strategies to build competencies that best fit the needs of their customers. He was actively involved in architecture design of large scale high performance national level systems like UPI, BBPS and has recently provided guidance to the architecture team of EFRM.

At RS Software, Mr. Misra strengthens and extends the Company’s position as a leader in the payments industry by managing the RS School of Payments and the RS Payments Lab, enhancing our domain expertise by instituting best

Platforms and high volume, high throughput digital payment platforms. His area of expertise includes core transaction processing that encompasses switching and authorization, clearing and settlement, dispute management, fraud and risk management.

In his current role, Pranjal is focused on building the in-country digital payment infrastructure, faster digital payments platforms and digital open banking solutions for different geographies. He also leads the development of different payment products and digital assets that include authorization switch and payment

practices in knowledge management. He is associated with premium institutes such as the Indian Statistical Institute and the Department of Computer Science and Engineering – Jadavpur University, and has academic research publications in the field of data science. He has actively participated in seminars and conferences at NASSCOM, IBAN, IEEE, IETE and has conducted sessions on payment systems across multiple locations in the U.S.

Sumit holds a Master’s degree in Electronics and Telecommunication Engineering. He is a TOGAF 8.1 Certified Architect and a member of ACM.

gateway, merchant on-boarding and management, and 3DS test simulator to name a few.

Pranjal has executed the role of program and delivery manager for core transaction services with the world’s largest payment network spanning over a decade across multiple geographies. He had spearheaded the implementation of India’s faster payments platform – UPI and the national bill payment platform – BBPS which are the key constituents of Digital India stack catering to 1.2 billion Indians.

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Sabyasachi Bhattacharyya Vice President & Head – Delivery

Sabyasachi has 25+ years of rich experience in the industry, and is passionate about data and analytics, building teams specialized in cutting edge technologies and believes strongly

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Aniruddha Rai Chaudhuri General Manager

– Business Operations

Aniruddha Rai Chaudhuri is Head of Business Operations at RS Software, responsible for overseeing the physical

in creating customer delight through delivery excellence.

He has served top tier Indian and global multi-national organisations. He had been responsible for creating and growing the Oracle Analytics Capability team from zero to hundred+ at the India Delivery Centre for one of his previous organizations and was the Domain Lead for APAC. He has also led teams that conceptualized and delivered “BI in a Box” to go live from day 1 of rolling out operational systems at greenfield Telcos.

and digital infrastructure of the Company as well as Enterprise Resource Planning and MIS. He brings more than 23 years of experience driving operational efficiency through a high performance workplace and creating business value for clients in an IT outsourcing industry that continues to evolve. Mr. Chaudhuri is responsible for determining the current and future enterprise infrastructure needs, and oversees the design and implementation of information systems required to support them. With a focus on benchmarking

Sabyasachi has been a leading Subject Matter Expert in the BI Practice since late nineties, and rose through the ranks to lead a delivery organisation of 1400+ associates with annual revenue of USD 120 million for a large global Telecom customer. He has a track record of delivering happiness to customers globally, in North America, Australia, Europe, Africa and Asia.

Sabyasachi completed his graduation as well as post-graduation in Statistics from the Indian Statistical Institute (ISI), Kolkata. During his post-graduation, he specialized in Quantitative Economics.

and developing best practices within the organization, his depth and range of experience encompasses business process efficiency, software development, project management, quality assurance, compliance, and people management.

Mr. Chaudhuri holds a Science degree and is a Certified Quality Analyst from QAI in the United States.

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The tailwinds – accelerating digital payments

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of the 20th-century global economy, but today those flows have flattened or declined. Twenty-first-century globalization is increasingly defined by flows of data and information. This phenomenon now underpins virtually all cross-border transactions within traditional flows while simultaneously transmitting a valuable stream of ideas and innovation around the world. Digitization changes the economics of globalization in several ways. As digital platforms become global in scope, they are driving down the cost of cross-border communications and transactions, allowing businesses to connect with customers and suppliers in any country. Globalization was once for large multinational corporations, but platforms reduce the minimum scale needed to go global, enabling small business and entrepreneurs around the world to participate.

some US$30 trillion worth of goods, services, and finance, equivalent to 39% of GDP, was exchanged across the world’s borders. International tourist arrivals soared above 1.1 billion. And the Internet is now a global network instantly connecting billions of people and countless companies around the world. Flows of physical goods and finance were the hallmarks

According to McKinsey research the world has become more intricately connected than ever before. Back in 1990, the total value of global flows of goods, services, and finance amounted to US$5 trillion, or 24% of world GDP. There were some 435 million international tourist arrivals, and the public Internet was in its infancy. Fast forward to 2014:

Global payments industry

America has separated the business of banking from general commerce. Banks, from the top of their corporate structure (a bank or financial holding company) are generally prohibited from owning or operating a commercial enterprise. This is not the case in many other countries, notably Japan where companies like Mitsubishi are major banks and commercial enterprises. American banks are major players in the payment space, as that is one area where they can and do operate.

accounts have grown. Devices can now turn smartphones into credit card processors (Square) and transactions can be securely transacted on-line (Paypal). However, the underlying payment networks in America remain a bank-based system.

years ago, the U.S. led a global 50 revolution with the creation of magnetic striped cards linked to bank accounts and lines of credit. These cards, and the corresponding terminals to read them, allowed a small plastic card to replace cash and checkbooks for billions of consumers and merchants and process trillions of transactions. These cards achieved such ubiquity in the developed western world that most consumers and international travelers take their presence for granted.

Even when payment systems form outside the banking system, they quickly integrate. Despite some popular misconceptions, Visa is a technology and payments firm, not a bank (American Express, however became a bank during the financial crisis). Visa issues cards and provides the technological platform, but the actual cards are bank sponsored.

They have continued to grow, providing the backbone for E-commerce and new methods of digital payments. New methods to utilize card-based payments

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Interestingly, the provision of payments is something a commercial company can provide without providing banking services. The restrictions put in place by the separation of banking and commerce mostly define banking in terms of providing deposit accounts, making loans, and being a chartered bank. Historically, as banks were central in the business of payments, the American system has subtly assumed payments were on the banking side of the separation of banking and commerce, when that does not have to be the case.

Most of the consumer protection laws protecting payments are tied into the banking system. This made sense when these laws were passed, as banks were the providers of most payment services and were already highly regulated. Enforcement from both the government and private litigation were readily apparent as banks are not fly-by-night operations.

Three major developments have happened in the last 10 years in each of the three largest payment markets in the world, these have significant impact on the non-cash payments world for years to come, and herein lies the foundation for a secular growth trend in payments.

USA: Fraud and risk management gained significant attention in the largest payment market in the world . America upgraded the card payment infrastructure to meet EMV compliance, making transactions at card present locations a lot safer, resulting in increased use of electronic payments. Interestingly, credit cards comprise more than 50% of this region’s revenues and will continue to grow faster than any other product. The existing American payment system charges high fees and shares those fees between payment system providers (both banks and non-banks) and consumers. These fees, often called swipe fees, include a minimum amount (between 20 and 40 cents) plus an average 2 of percent of the transaction. But they can range as high as 4% on deluxe credit cards. In total, swipe fees generate about US$80 billion a year. The system is deeply regressive.

Higher income consumers are offered more deluxe cards. Those cards carry greater swipe fees and also generate more rewards. Further because the rewards from the payment system are considered rebates and not income, they are passed to consumers on a tax-free basis. Thus, the pre-tax value of these rewards is even greater. For the typical high-end American who charges US$80,000 a year on a deluxe credit card that provides 1.5% cash back, that is worth US$1,200 of pre-tax income, or roughly US$2,000 of post-tax income. Therefore, alternate payments, mobile payments and real time payments are gaining ground as well.

China has brought about a major revolution, lead by Alibaba and Tencent, the two companies that have become synonymous with digital payments, digital wallets, QR codes, resulting in tech companies taking the business of payments away from the banks, creating an alternative payment ecosystem with different incentives between merchants, consumers, and payment system providers. This system creates new incentives that will realign existing business models and relationships between merchants, banks and technology providers.

In India, the country with the largest growth potential in digital payments after China is going through a major transformation. Just 10 years ago a cheque would take 2 weeks to clear , and until recently 97% of retail payments happened in cash. Starting with 2016 India has built a faster payment system, Unified payment interface (UPI), and interbank money-transfer system. UPI has been rated the leadership faster payment system, which within 30 months of its public launch has achieved a record of 800 million transactions in a month, a feat not achieved by any such system in the world. Soon thereafter central bill payment network Bharat Bill Payment System (BBPS) has been launched, that enables the billion+ population of India to make bill payments digitally from anywhere, anytime. Early this year the Electronic fraud and Risk management (EFRM)

platform was launched, the first of its kind in the world that executes payments coming from 18 channels and includes both cards and account based payments. All these three platforms are catering to the billion people of India, just like the two companies Alibaba and Tencent built systems are catering to the billion people of China. But in this case only one company and that is RS Software has built each of these three platforms for India.

According to McKinsey, the US$2 trillion payments market is racing toward the US$3 trillion mark primarily fuelled by the growth in APAC, especially China, followed by LATAM, Eastern Europe and Africa. A stable interest rate regime and transaction growth has brought Western Europe back from nominal declines and this region is already seeing payment providers like Worldpay and Adyen and other firms fuelling the growth in this region. Post the financial crisis of 2008, the revenue growth in North America has now returned to normal and is expected to continue at a similar pace till 2022.

More than ever before, we find ourselves living in exciting times when it comes to the global payments and commerce industries. New technologies and innovation, both online and offline, are influencing the way we shop and pay. Consumers are starting to understand the advantage of using mobile devices for payments and M-commerce, while innovative start-ups and incumbent players are offering new opportunities for consumers, ensuring frictionless shopping and payment experiences. Add complex regulations and security aspects and you have the image of a complex and constantly evolving space.

50% Expected share of noncash transactions in the developing markets by 2021

66% Current share of noncash transaction in the mature markets

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and Wirecard, and technology giants like Apple, Alibaba and Google are moving in to grab a piece of the market. As new and redesigned business models pose competitive threats, it becomes imperative for every player in this ecosystem to plan for transformation in order to survive and retain their positions in the payments value chain.

The digital landscape is seeing the growing popularity of digital commerce and alternative payments. Mobile payments especially in-app payments and mobile wallets enabled by the proliferation of smartphone adoption is driving the enormous growth in digital commerce. McKinsey forecasts mobile commerce to reach 70% of global digital commerce sales by 2022. Cross-border E-commerce is poised for huge growth with the current trend of high-ticket transactions trending downwards to low-ticket casual online purchases. The growing adoption of ISO 20022 standards is also helping instant crossborder payments gain traction. Other C2B categories like international tuition or subscription payments are growing substantially.

Meanwhile Banks are continuing to face difficult choices as digital disruption from Challengers and Big Techs with huge customer reach are making it more and more difficult for them to retain clients and strengthen margins. Integration of Open banking/PSD2 regulation with real time payments and advanced analytics, leveraging user data to generate deep customer insights, improving operational efficiencies and developing new and innovative digital services are no longer optional for banks and they race to protect their turf. Open banking in turn is encouraging newer incumbents to adopt platform as a service (PaaS) to connect with other stakeholders for exchanging data and value.

Cyber-security is becoming a critical with the introduction of new payment methods as sophisticated attacks are keeping pace with the surge in activity, cross-border money movement, mobile

transactions, real-time payments and innovative payment methods such as biometric and blockchain payments. Financial institutions already under the pressure from new regulations and rising customer expectations experience crippling high-profile data breaches damaging their goodwill and reputation. To survive in this volatile environment, it is becoming critical for payment companies to invest in an enterprise-wide scalable and flexible fraud detection solution that stays ahead of criminal activity.

In this backdrop, Banks and Fintechs can work together with their individual strengths: Banks with their compliance platforms, network infrastructure, and rich customer data, and Fintechs with their technology prowess and innovative approaches to meeting customer expectations. Together these entities can form a power structure that can benefit all in the payments business as it continues to disrupt and grow.

The two much talked about regulations that are currently driving the European Union in payment industry are:

Payment Services Directive (PSD2)

PSD2 is the second Payment Services Directive, designed by the countries of the European Union. With the effort to make electronic payments simpler and secure across borders, the European Commission made a revised Payment Services Directive (EU became effective in January 2018) with the following objectives:

More integrated and efficient European payments market.

Improve field for payment service providers.

To make payments safer and more secure.

To secure the data of consumers.

General Data Protection Regulation (GDPR)

General Data Protection Regulation (GDPR) is the new regulation giving powers to individuals to control their data. This includes the right to demand that

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companies tell them how their data is used, and to ask corporations to destroy their data, with the law known as “the right to be forgotten.”

The growth in revenues generated by the global payments sector is witnessing growth due to two major factorsalternative payment systems and digital E-commerce. Global E-commerce volume stood at >US$3 trillion in 2017 and could more than double by 2022. This growth has drawn increasing global private investment in fin tech. Between2013 and 2017, investors allocated >US$130 billion for fin-tech, led by blockchain companies, including US$40 billion through 1,800 deals in 2017.

(Source: McKinsey)

Emerging technologies

Artificial Intelligence (AI): This encompasses Learning, Reasoning and Self-Correction as machine simulates human brain to take decisions. Offering increased security, the usage of Artificial Intelligence has taken the digital payments ecosystem to the next level. It is believed that the integration of payment applications with AI will transform the digital landscape dramatically. RS has deployed AI in building scoring engine

that works on twin constructs of rules and machine learned models for a fraud and risk management platform, as part of an in-country payment infrastructure, leveraging the RS IntelliEdge[TM] asset.

Machine Learning (ML): “Machine learning is an application of artificial intelligence (AI) that provides systems the ability to automatically learn and improve from experience without being explicitly programmed” (source: ExpertSystems). ML improves the system performance of the digital payment systems in detecting anomalies, providing intuitive options to end-users for cross-sell and up-sell, etc. and is expected to value add significantly in the digital payments ecosystem. RS has deployed ML in automatically updating the models based on labelled information that comes as feedback. The models are used for scoring in the aforesaid fraud and risk management platform.

Deep Learning (DL): “Deep Learning is part of a broader family of machine learning methods based on artificial neural networks” (source: Wikipedia). DL is expected to improve the efficiency of multiple areas of the digital payment systems including user experience, fraud and risk management, AML, product marketing, real-time targeted offers and much more. RS has deployed DL in implementing Deep Feature Synthesis in order to arrive at the right set of Principal Components to use for building the models to score the different types of payment transactions in the implementation of aforesaid fraud and risk management platform.

Blockchain: There were >17.53 million bitcoins in circulation with a total market value of ~US$63 billion in February 2019, strengthening the global digital payments industry. RS has initiated technology exploration in Blockchain which is primarily used in developing Cryptocurrency solutions.

Tokenization: Tokenization is one of the most modern approaches in the payment industry providing users with security, convenience and flexibility. Based on its 50+ person years of experience in

developing Tokenization solutions for Networks and Acquiring Processors, RS has developed its own module as part of the RS iFinSwitch[TM] asset for Acquirer-end tokenization which enables merchants to store consumer credentials on the Acquirer’s platform thereby enhancing security and user experience. Also, leveraging its knowledge of Network tokenization, RS has consulted multiple large Networks to implement their respective Tokenization solutions.

PoS platforms: Use of PoS (points-ofsale) machines is rapidly growing as public and private companies prefer cashless payments. PoS machines are cheaper and simpler to use over ATMs, which require large investments. RS has developed PoS applications, to begin with on Ingenico terminals, for front-end processing in the US, and which will interface with RS’ digital asset RS iFinSwitch[TM] to handle ‘card present’ transactions for, both, MST (magnetic stripe) and EMV (chip-based card). The same is planned for Verifone PoS terminals.

3DS2 – Risk Based Authentication: EMVCo has published advanced 3DS protocol to enhance the security in ‘card not present’ transactions with minimum friction. Almost all the large Networks are encouraging the merchants, through the Acquirers, to adopt this new protocol to reduce their risks of chargebacks due to fraudulent transactions, thereby also nudging the Issuers to enable the same. RS has developed a sandbox and a testing platform RS Test2Pay[TM] (3DS2) which helps every stakeholder in the Payment ecosystem to get their platforms and applications 3DS2 compliant.

Near-field communication: Near-field communication has gained popularity thanks to IoT-enabled technologies facilitating payment processes. This secure two-way exchange between electronic devices enables consumers to perform contactless transactions, access digital content and connect electronic devices with a single tap. As stated above, RS’ digital assets can handle contactless payment transactions.

Transit payments: In 2019, large scale issuance of contactless cards for common transport-metros, tolls, local rail networks payments are likely to sweep the market.

Application programming interface transport-metros, tolls, local rail networks (APIs): This comprises a set of rules and payments are likely to sweep the market. specifications that interface between Wearable devices: The innovation systems across different participants in the of wearable devices catalyzed by IoT Payment ecosystem and digital devices. has been a significant development in RS has implemented API based and the payments industry. The number of API-first assets of its own – Payabbhi®, RS payments via wearables is anticipated MerchantEdge[TM] , RS iFinSwitch[TM] and RS to account for 30% of all transactions by IntelliEdge[TM] , and large scale API based in2020. country payment infrastructure (UPI, BBPS and EFRM). (Source: Tech.Economictimes.Indiatimes,

Capgemini, NFC Forum)

Omni-channel payments: There is a growing need from Processors to have a single view of the merchants which is enabled through a single merchant management platform to cover all payment services for both transaction types (card present and card not present) and all payment methods (over and above cards). RS has implemented a platform for a US Processor leveraging RS digital asset RS MerchantEdge[TM] that provides a single uniform view of the merchant across all channels.

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----- Start of picture text -----

Indian payments industry
The Indian payments sector is transforming from a cash-centric one he Indian payments sector is transforming from a cash-centric one transforming from a cash-centric one demand drafts. Digital platforms, which are now most frequently used for online
to a modern environment. RS Software shopping, payment of utility bills and
over the past 3 years has built the movie tickets by Indian users, is expected
backbone of India’s world class digital to be dominated by micro-transactions (<
payment infrastructure. Digital payments H100), projected at >~50% of all person-
are gaining momentum due to the growth to-merchant transactions.
of E-commerce companies, e-wallets
The growth of the digital payments
and banking apps. These companies
industry will be led by the increase in the
offer attractive deals and cashbacks to
number of digital/mobile wallet users.
consumers in exchange for the use of
Mobile wallets are projected to reach a
virtual payment channels. To expand
value of US$4.4 billion by 2020, growing
reach, e-wallets are being encouraged
at a CAGR of 148%. Growth of the industry
for use in offline PoS transactions in
could be catalysed by the ever-growing
shopping malls, supermarkets, grocery
smartphone and internet penetration
stores, restaurants and petrol stations,
(India has the third largest internet user
these transactions expected to become a
base in the world with > 300 million
major contributor to the domestic digital
users), rise of non-banking payment
payments industry.
institutions, progressive government
Given this background, the Indian digital initiatives (UPI, Aadhar-linked electronic
payments industry is projected to reach payments, better digital infrastructure)
US$500 billion by 2020, accounting for and increasing awareness among the
~15% of the country’s GDP. More than consumers. (Source: IBEF, Google and
~80% of the existing customers prefer Boston Consulting Group, Capgemini’s
digital payments over alternative non- World Payment Report)
cash payment methods like cheques or
India’s digital payments sector in numbers
500 ~15% ~40%
726
US$ billion, India’s GDP would also Digital payment
Billion, projected transactions will be
projected value be flowing through
transactions driven by Tier 2 and
by 2020 digital payments by
by 2020 3 businesses and
2020
consumers
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(Source: Google and Boston Consulting Group, Capgemini, Business Standard)
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The Indian payments sector is transforming from a cash-centric one he Indian payments sector is transforming from a cash-centric one transforming from a cash-centric one to a modern environment. RS Software over the past 3 years has built the backbone of India’s world class digital payment infrastructure. Digital payments are gaining momentum due to the growth of E-commerce companies, e-wallets and banking apps. These companies offer attractive deals and cashbacks to consumers in exchange for the use of virtual payment channels. To expand reach, e-wallets are being encouraged for use in offline PoS transactions in shopping malls, supermarkets, grocery stores, restaurants and petrol stations, these transactions expected to become a major contributor to the domestic digital payments industry.

Given this background, the Indian digital payments industry is projected to reach US$500 billion by 2020, accounting for ~15% of the country’s GDP. More than ~80% of the existing customers prefer digital payments over alternative noncash payment methods like cheques or

India’s digital payments sector in numbers

(Source: Google and Boston Consulting Group, Capgemini, Business Standard)

Real-time payments

Real-time payments comprise electronically-enabled payment solutions available 24x7x365. These are used by banks and merchants to match their services with emerging customer expectations. The global real-time payments market is projected to reach US$39.02 billion by 2025, growing at a CAGR of 29.3%. The growth of this market could be catalysed by the increasing penetration of smartphones and internet, coupled with an increasing need for fast payment solutions within enterprises of all sizes.

The global adoption of ‘fast-payment’ or ‘real-time payment’ systems generated traction in the early 2000s due to its availability for low-value transactions. South Korea’s electronic banking system became the first one to launch fastpayments in 2001, followed by Chinese Taipei, Iceland, Malaysia and South Africa. United Kingdom was the first developed economy to embrace faster payments systems in 2008. China and India adopted real-time payment systems in 2010 through IBPS and IMPS respectively, and a significant number of countries have joined since.

India’s real-time platform was rated the best global payments innovation by Fidelity National Information Services, beating payment services from countries like US and China. IMPS is the fastest growing immediate payment system, clocking >2.8 million transactions in 2018 compared to 2 million transactions in 2017. (Source: Medici, Grand View Research, Business Today, FIS)

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Acceptance infrastructure and Platforms

Overview of the industry

The top ten global acquirers accounted for nearly 60% of transactions in 2017, up from 48% just five years earlier. Two-thirds of acquiring growth is projected to come from digital channels (versus physical point of sale) through 2022. Just in the first five months of 2019, M&A activity amounting to US$100B in the US have created consolidation of the top 4 acquiring processors globally. This is reshaping the industry which will result in further need for technology integration of diverse systems. This augurs well for companies like RS Software.

The payments landscape has evolved considerably in recent years and is still undergoing significant transformations, driven by five key factors. These factors have the ability to influence and shape a merchant’s payments strategy for the future. Detailed research has been done in this area by Oliver Wyman group.

Transformative forces foundational to the evolution currently underway in payments

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[Arrival of New Entrants]

Disruptive new providers are challenging the established industry structure and radically changing the payments ecosystem. Non-traditional players have drawn a significant amount of attention over the last few years, driven by a dramatic rise in private equity and venture capital funding. This has several implications for merchants, both positive and negative:

There has been a proliferation of new customer-facing payment solutions introduced in the market – forcing merchants to critically analyze the preferences of their most valuable customers to inform investment priorities

Partnerships with digital upstarts and innovators can help merchants get access to better and faster technology (such as real-time fraud detection and monitoring) which allow them to improve their backoffice processes without building the capabilities in house

New entrants may look to own customer relationships by delivering a ‘marketplace’ experience. Merchants that partner with these new entrants to streamline checkout, or to offer contextual commerce for instance, may end up having to forego a part of their customer ownership in the process.

[Transformation of ] Payment Solutions

New technologies have enabled today’s checkout processes to be increasingly invisible, having now been integrated seamlessly into consumers’ lifestyles and purchasing habits. Innovative payments solutions now utilize mobile, cloud, Internet of Things (IoT), or even blockchain technology. Merchants can

recapture the payments experience to remain competitive and stay top-of-mind. Examples could include:

Increasing app-based functionality and interoperability

Investing in proprietary forms of payments and creating preference during shopping

Provisioning payments forms such as proprietary cards automatically into digital wallets

Strengthening loyalty programs, including seamless ‘earning and burning’ of rewards

Adapting faster/real-time payment solutions

Offering installment loans/POS financing to increase conversion of shoppers to customers

[Evolving Customer ] Expectations

Successful adoption of new technologies or solutions requires exceptional value propositions for customers. A growing number of customers today expect to shop, pay, and send money anywhere, anytime, from any device – quickly and seamlessly. There has been explosive growth in E-commerce and M-commerce over the past five years.

These constantly evolving expectations drive innovation, and leading merchants will face increasing pressure to include value-added features such as loyalty and personalized interactions to strengthen customer relationships. And it’s not just consumers who are demanding increased payments innovation. Businesses are also more demanding, prompting payments companies to strengthen the speed, security and transparency of their global solutions for B2B payments.

[Structural Industry Shifts]

[Importance of Data]

The arrival of new players, products and Customer data is integral to payments infrastructures poses increasing regulatory and is an invaluable source of information challenges, since boundaries are and ownership. Permissions and usage of constantly pushed by new entrants. The data have become major battlegrounds. pace of change for rules and standards has Innovative merchants as well as vendors increased in order to keep up with global are leveraging payments data to develop innovation. For instance, while surcharging targeted marketing, risk management, is banned in the UK beginning 2018, fraud prevention, underwriting solutions it is allowed and practiced in other such as POS financing, and more. Imagine geographies. Faster payments solutions knowing where your most loyal customers are now coming to fruition in the U.S., are making purchases when they aren’t although the providers, infrastructure and shopping with you. Merchants can use capabilities differ from other markets that transaction data from their proprietary also offer faster payments. As yet another forms of payment to find out, and feed example, regulatory changes in Europe it directly into marketing engines. Many under PSD2 now allow merchants to merchants however do not have robust have expanded roles in a broader array of enough tools and systems, or the right payments services. analytics, to be able to tap into this wealth of data.

Since it is difficult for technical specifications and regulations to be standardized across geographies, merchants will need to adapt their payments practices, or build unique payments strategies by region. Crossborder payments gain specific significance in such an operating environment, introducing not only an additional layer of complexity around fraud, compliance, and the number of payments providers, but also providing opportunities for increased revenues and diversification for global merchants.

Additionally, privacy concerns are increasingly important to customers and managing data comes with challenges of security and ethical use. Regulatory considerations around data and their degree of robustness vary across markets. As merchants continue to find new ways to gather data, there is a need to account for key considerations such as consent, portability/ sharing, personalization (to offer differentiated services) and security. Options of token vaults and the complexity of data retrieval and ownership (e.g., for processing refunds/ returns) must also be considered.

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These five transformative forces are foundational to the evolution currently underway in payments

Digital payments and E-commerce, particularly cross-border, will continue to spearhead growth and give rise to new models such as subscription-based payments.

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----- Start of picture text -----

Cross-border E-commerce growth will increase its share of a fast-growing
global market.
Global E-commerce market Cross-border Domestic
$ trillion [1]
Relative growth
12% p.a. 2017-22
%
2.4 5.5
18-20%
3.1
9-11%
2017 Growth 2022
Source: McKinsey
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Global E-commerce Industry is driving Payment Gateways

merchandise array compared to the limitations of a brick and mortar store, transact with speed and get products delivered home.

E-commerce has possibly been the most dramatic retail development in centuries. The option makes it possible to buy without stepping out of one’s premises and paying for purchases without using cash.

In 2018, global e-retail sales amounted to US$2.8 trillion. It is likely to outperform brick-and-mortar retail off-take at some point in the not-too-distant future.

The other advantages comprise the ability to examine a virtually unlimited

Top category purchasing

Global online consumers across categories by %, 2018

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Fashion Travel Books & Music IT & Mobile Event tickets
61% 59% 49% 47% 45%
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(Source: Nielsen Report)

Regulatory intervention and ecosystem consolidation is opening the global acquiring playing fields at the same time it imposes new constraints. Such governmental intervention in payments is proceeding at an accelerating pace, as evidenced by numerous open banking initiatives across the globe (notably via PSD2 in Europe). Mandates regarding security and customer privacy combined with new EU interchange limits drive investment needs while simultaneously reducing return on investment. China has begun to enact similar regulations while the outlook for US mandates are less clear, such interventions regarding privacy and access could become a global factor.

Payments players must also transform from traditional processors to digital champions and offer omni-channel solutions supporting a full range of alternative payments methods.

By 2019, global M-commerce transactions could exceed E-commerce transactions, establishing the mobile as not only the primary computing platform for the world’s population, but also the leading digital commerce channel. (Source: Euromonitor, Forbes, Statista, Digitalcommerce360)

Global E-commerce revolution

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~2.304 ~2.86 ~6
US$ trillion, global US$ trillion, global US$ trillion, global
online consumer online consumer digital commerce
spending in 2017 spending in 2018 sale by 2022
>17% ~10.2% 51%
Growth in E-retail sales of all User penetration
global B2C sales global retail in 2019 as in
by 2022 sales, 2017 February 2019
58.5% ~600 539.90
Projected user US$ billion, global US$, average
penetration volume of the revenue per user
by 2023 fashion segment (ARPU), February
(largest), 2019 2019
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Payment gateways

wallets, popularity of Alipay and WeChat Pay and the familiarity of making appbased payments through mobile devices. The result is that E-wallet use accounts for nearly two-thirds of E-commerce transactions, leading to payments at points of sale representing more than a third of the present card market share.

The outlook for E-commerce across Asia continues to be defined by extraordinary growth, with five-year compound annual growth rates projected at 21.3% in Malaysia, 20.2% in Vietnam, 18.6% in The Philippines and Indonesia.

Asia stands at the forefront of payments innovation particularly in the area of mobile commerce.

Asian consumers demand seamless ease and security in all aspects of their digital lives, but most of all when it comes to shopping and payments.

Though E-commerce growth captures headlines, growth at the point of sale is helping redefine regional commerce. Taiwan’s point of sale is set to grow at 10%, for example, trailing closely behind China’s expected 11% point of sale growth. In China, the payments story has translated into the adoption of digital

Payment methods vary widely between and within countries and across the spectrums of development from urban to rural. The result is that companies operating in Asia address a demanding payment landscape.

India too holds out attractive potential in internet access and mobile phone penetration. Cash continues to be the primary payment method for point of sale purchases where e-wallets dominate online payments. As internet penetration

and the digital economy continue to grow, there will be room for ongoing shift of payment forms. India’s E-commerce growth is projected at 21.2% CAGR for five years, widening the need for payment solutions.

Complexities of payment methods

E-payments is often seen as a challenge for small businesses seeking to expand their operations.

While e-payments are increasingly embedded into consumers’ digitally connected lifestyles, suppliers of payment services face a range of regulatory and trade barriers.

E-payment service suppliers face issues relating to payment safety and reliability, interoperability of bank and non-bank financial service providers, divergence between know your customer (KYC) and anti-money laundering processes, difficulty of licensing technologies, underdeveloped and inefficient

Future of Acquiring

Riding on the wave of digital disruption, the acquiring space is experiencing a dynamic transformation.

Due to the increasing deployment of QR code technology, more than 10 million merchants will accept non-cash payments in the next couple of years.

UPI, which enables instant payments from one bank account to another, is path-breaking, but there is friction in creation of the virtual payment address (VPA)-the alias which is used to transfer money on UPI.

The digital payments landscape in India offer a variety of payment options BHIM-UPI, Bank specific UPI payment options: Bharat QR, UPI QR, Aadhaar based payments, viz. Aadhaar Pay, AEPS, Cards, wallets, mobile payments. To avoid the hassles of adding newer acquiring channels one-by-one, several players are introducing a common

distribution channels, risk mitigation for infrastructure failures and inadequate infrastructure.

In the case of international bank transfers, isolated payment networks cause delays, transparency is limited and costs borne by the customer can often be high. On the demand side, cash-on-delivery remains popular in developing countries due to distrust, financial illiteracy, sociocultural factors and slow internet connections.

Many e-payment impediments that appear to arise on either the demand or the supply side are traceable to outdated or poorly structured regulatory frameworks – such as ill-adapted or poorly written consumer protection regulations, restrictions on the establishment and operation of non-bank payment providers, disproportionate KYC regulation, stringent reserve and currency requirements or skewed playing fields for participants in the payments system.

consolidated solution (one-stop POS) that encapsulates the functionality of a majority of upcoming payment channels.

Mobile and online technologies are revolutionizing consumer access to information and sparking demand for new services that can support multichannel commerce, big data analytics, enhanced loyalty programs, and targeted advertising

A UPI based mobile app features an innovative new technology called audio QR that allows users to transfer money using sounds to pair two devices. Another example of innovation across acquiring is the adaptation of the legacy PoS system to accommodate newer modes of payments such as QR codes/UPI.

The changing environment due to this digital disruption as well as regulatory changes, may inflict short-term

There is a growing premium on the need for payment gateways to address these challenges and deliver a seamless customer experience. (Source: We forum)

India Scenario

Interestingly, a large part of the activity in the digital payments space has been led by non-banks. Paytm, one of the leading mobile wallets in the country, claims to have acquired more than 5 million merchants using QR code, a technology which has gained significant prominence in developing countries like China. Digital giants like Google and Facebook offer seamless payment services leveraging UPI through Google Pay and WhatsApp Pay respectively. E-commerce companies like Flipkart also offer payments solutions through PhonePe. It is expected that the digital payments will evolve rapidly over the next few years, and non-cash spend will overtake cash spend by 2020.

difficulties on an acquirer’s business model, but implementing the relevant changes will also lay the foundations for the digital acquirer of the future. Combined efforts are required from various stakeholders across the ecosystem to make the business a viable proposition and enhance the overall customer experience.

Inspite of significant progress in the building of India’s acceptance infrastructure, cash is still king in India and there is a need to extend these facilities to cover a much larger part of the country. Equally important is the fact that today 90% of the acquirer processing in India is being done by legacy technology platforms. What is becoming imperative is that India will need to introduce world class digital merchant acquiring technology platforms, and this is where there is a significant gap in the market.

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RS Software changing business models

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Services Products Platforms
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Invoice - Digital Invoices hosted and paid via Payabbhi for both online and

Payabbhi – The world class digital merchant acquiring platform

Subscriptions - API-driven custom subscription models with flexible pricing plans and automated recurring payments plugged-in

Payabbhi is a full-spectrum digital merchant acquiring platform. With an API-first, Mobile-first approach, it serves as a full payment stack providing integrated Acceptance, Processing and Disbursement to deliver greater value. It accelerates Digital Commerce through out-of-the-box business applications enriched at a rapid pace through Innovation and Developer Community as co-creators.

The platform aims to accelerate digital commerce and financial inclusion in economies, through enriched out-ofthe-box business applications, available at a rapid pace through innovation,

This objective would be realized through:

The platform surfaces a product portfolio as follows:

Creation of an API-first, Mobile-first, Developer First platform ecosystem with full payment stack, providing integrated acceptance, processing and disbursement, architected to deliver greater value.

Payments - One-stop gateway solution for accepting payments online anytime, anywhere across all digital channels – web, mobile and apps

Collect - Digitize payments collection. Enable O2O (offline-to-online) in-store or allow merchants to collect payments even without a website/mobile app.

Providing cutting-edge solutions for target industries/sectors in Digital Commerce and Digital payments eventually moving to an omni-channel solution

Outflow - Outflow to facilitate the movement of money - e.g. marketplace models. This enables hassle-free fund disbursement to vendors as per the need of the business. Enable one-to-many or many-to-many disbursement models with transaction-level control to split and route via API

Collaborative creation of a digital ecosystem to deliver network effect through surfacing multiple “Fintechs” through a single platform, through the combination of developer-level mashups and surfacing of producer products

Expansion into select geographies and micro-markets to beyond India

Payabbhi is entering a very crowded market that has been typically price sensitive, especially with large enterprise merchants who control most of the volume. The Payabbhi platform is technologically superior compared to all the legacy competition, and we are now focused on defining differentiators vis-àvis platforms that have launched in the last 3-4 years.

RS Software is now focussing on building the brand identity of the platform and will communicate the same to endmerchants and channels for awareness/ recall/recognition and association with the core brand messaging. Thus, Marketing becomes very important in building the Payabbhi brand to yield awareness, recall and recognition. We will be arriving at a differentiated, compelling and marketable messaging based on our value proposition. Being associated with the right messaging and values will not only hasten the sales lifecycle, but will also

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RS MerchantEdge[TM]

RS iFinSwitch[TM]

provide a complete ecosystem for the The Race for Market Share merchant management processes starting With the rapidly changing payments at merchant data collection, merchant ecosystem across the world, data validation, processor on-boarding, the need for faster payments at merchant credential check, underwriting, increased ROI has become the key equipment management and merchant differentiator for staying ahead analytics. The platform also comes with in the competition. A payment a white-label merchant portal where gateway can significantly change merchants can monitor their business the way payment service providers vitals. approach the marketplace by giving Merchant acquirers of any size can benefit them the freedom to own the from our RS MerchantEdge[[TM]] platform. payment transactions, the ability Whether you are an Independent Sales to connect to multiple payment Organization (ISO) or a large processor, RS processors, and the flexibility to MerchantEdge[[TM]] offers you a service based provide value added services to architecture for flexible, configurable, merchants in terms of reporting and analytics.

A Comprehensive Digital Platform for Merchant Management

The globalization of the payments industry, growth of electronic payment methods and increasing regulatory complexity over the last two decades have increased the pressure faced by acquirers who must offer competitive terms to attract merchants while providing services to retain their loyalty. The RS MerchantEdge[TM] solution helps increase revenues and lower costs by increasing operational efficiencies and improving merchant retention rates.

Merchant acquirers of any size can benefit from our RS MerchantEdge[[TM]] platform. Whether you are an Independent Sales Organization (ISO) or a large processor, RS MerchantEdge[[TM]] offers you a service based architecture for flexible, configurable, customizable workflows and rules to suit the business needs of merchants as they grow.

Go digital, go green. Embrace efficiency and accuracy with our scalable, secure, omnichannel merchant management platform

RS iFinSwitch[TM] from RS Software RS iFinSwitch[TM] is a digital switching platform from RS Software. It is designed with all the basic features of an authorization switch supporting rule-based transaction orchestration, workflow management, routing, format adapters, time-out processing, assured transaction response, encryption management, logging and audit trails. Built using modular microservice based architecture, the multi-purpose platform can be used like a payment gateway, a frontend processor or a fully functional processing platform. Its API based communication ensures it can communicate with most modern devices using API based calls.

RS MerchantEdge[TM] simplifies the partner interactions of Independent Sales Organizations (ISOs) and Payment Service Providers through digitization to make the entire process more efficient and reduce time to board merchants. We

Available both on-premise and cloud-based, the cloud version takes the pain away from acquirers needing to use sensitive payments transaction data in order to gather more information and insights.

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Payment Authentication Trends

Authentication Strategies

With rapid progress in digital commerce and digital payments, every regulator globally is mandating the availability of strong authentication. The EU regulator has legislation in place that mandates availability by September 2019. Large amount of investment dollars are pouring into this area, as the demand is increasing for world class payment authentication tools. The goal is to reduce fraud in digital payments.

Effective identity verification continues to be one of the greatest challenges facing business owners, payment providers, and card issuers.

At the same time online retail sales are now at multitrillion dollar levels, and growing in double digits in many parts of the world. Instances of fraud in E-commerce and M-commerce are increasing at an even faster rates. On one hand, there needs to be more security in online transactions. On the other hand, these security measures cannot impede the customer experience. Even a small disturbance to the customer experience can cause huge losses in sales.

While facing these challenges, here are the biggest trends going forward.

The “3D” stands for the 3 domains of online The 3DS2 protocol tackles cart abandonment payment: and mobile inconveniences. This keeps customers from giving up on a payment due Issuer Domain (the bank issuing the card) to frustration which was a massive problem Acquirer Domain (the merchant’s bank) with 3DS1. Interoperability Domain (the payment Further, 3D Secure is the only protocol to processor) offer liability shift from the merchant to the These domains are the backbone of the issuer in case of chargebacks. A chargeback 3-Domain-Secure protocol. The original occurs when a cardholder reports to their 3DS1 was among the first online verification issuing bank that their credit card has measures. It uses simple but effective been fraudulently used. Liability shift was methods, such as static passwords to avoid available in 3DS1, and will continue to protect fraud. It was released in 2000 and has enjoyed merchants against chargebacks in 3DS2. widespread popularity. Expect 3DS2 to become much more popular 3DS2 is the second version of the 3D secure going forward. protocol. It comes with greater security. while addressing the shortcomings of its predecessor.

3D Secure 2 (3DS2)

Behavioural Analytics Behavioural analytics is already a popular tool behaviours can be automatically assessed for merchants. It allows merchants to learn to based on how erratic the behaviour is. detect fraud by using a database of thousands Of course, it is impossible for anyone to of unique data points during return visits. behave the same way online all the time. This data can be collected fairly easily. All it There are many options for how behavioural takes is an application. analysis can be applied, and it is still work in The data can also be used to build user progress. Going forward, behavioural analytics profiles for each customer. New or abnormal should improve and become more popular.

The factors that are used to assess risk can vary. For example, a constantly changing IP address, or an abnormally large purchase. Risk-based authentication solutions have proven to be very accurate. According to Mastercard some companies report a 90% reduction in fraud as a result.

Risk-Based Authentication Risk-based authentication is being applied with big data and machine learning. The risk-based authentication process starts with massive volumes of information being collected. Machine learning helps analyze this data and use it to assign a “risk score” to every transaction.

On top of being ineffective at stopping fraud, static passwords also hinder the customer experience. They add more friction to the payment process, especially when a customer forgets their username or password. As a method of security and customer experience, static passwords will continue to prove ineffective.

Static Passwords Passwords are among the oldest methods of authentication in history. They remain very popular, and for good reason. They are simple and somewhat effective at deterring fraud. The problem is that they are also fairly easy for cybercriminals to steal. 37% of customers report that they change passwords less than once a year.

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Address Verification Address verification is more a Systems (AVS) fraud prevention measure than an authentication tool. It allows merchants to compare the billing address and card address of the customer. Once the process is complete, the merchants can see how closely each address matches. The merchant can use the information gained using an AVS to decide whether to complete the transaction.

Biometrics, mainly fingerprint authentication, is regarded as the most effective standalone authentication measure.

Biometric Authentication

Biometrics such as fingerprint and retina scans are easy to conduct from many smartphones. While they are not universally available to most customers, biometrics are an excellent authentication option.

Multifactor authentication involves a multi-step process. One example is a knowledge check (security questions). Other options are single-use passwords sent to your mobile or email. Biometrics is another option that is often included.

Multifactor Authentication

These verification systems have a few problems. First, they only verify the address of the customer. If a fraudster has access to a victim’s card, they will likely have access to their billing address as well.

These systems are also unpopular outside the US, so they are a bad option for international transactions.

AVS will continue to lack in effectiveness when compared to other measures.

Biometrics are seamless. They are fast and do not require any effort on the customer’s part. They do not need to remember anything.

It is also difficult to copy someone’s biological features.

The biometrics industry is expected to increase massively in the coming years. It is expected to be a US$30 billion industry by 2021 and 93% of customers state a preference for biometric authentication.

This option offers a very high level of security at the cost of annoying the customer. 74% of businesses using multifactor authentication report complaints from their customers.

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Authentication platform from RS Software
RS Test2Pay [TM]
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3DS 2.0

Using a proven set of processes, methodologies and state of the art security tools, RS Software builds on decades of work for leading brands to protect payment systems around the globe. We have had the unique experience of partnering with the world‘s largest payment network in their journey to implement 3DS 1.0. Extending this expertise, we have provided consultancy services for 3DS 2.0 implementation to one of the five leading payment networks in the U.S.

Leveraging our strengths, we have created a unique 3DS 2.0 Test Simulator platform based on this new standard, for payment processors to test their Access Control Servers (ACS). The platform tests different components of the entire 3DS 2.0 ecosystem such as ACS, Directory Server (DS), 3DS Requestor, and 3DS Client using the service virtualization technique. The platform comes with an integrated test management suite built for ease of testing. In addition to the testing platform, RS is also providing 3DS testing services to organizations that are implementing 3DS 2.0.

Case Study

Business Challenge

Payment system provider in Japan needed to increase reliability for launching new payment solutions using 3DS2.0 protocol.

Technology Challenge

Geolocation Geolocation authentication involves using the location of the user’s device to authenticate them. If the user’s card is registered in one country but used in another, the transaction may be blocked by the issuer.

All things considered, the only technology that clearly meets the challenge is the 3DS2 protocol. It effectively incorporates all these aspects into one robust solution. It offers a high level of security without ruining the customer’s experience.

Conclusion

Due to high demand, there is now an increased supply of authentication tools. While they all have their pros and cons, they must each be considered on their own merits. There is a fine line that must be traversed between security and customer experience.

The growing popularity of international travel and VPNs present a challenge to geolocation. Geolocation also doesn’t verify the actual user during the transaction.

Despite these issues, geolocation is a generally non-intrusive and accurate fraud prevention tool.

To develop 3DS 2.0, industry leaders and payment networks collaborate to make advancements in new approaches to authenticate consumers and combat fraud. With 2.0, merchants can send numerous transaction attributes that the issuer can use to authenticate customers more accurately than before.

3DS2.0 being new at the time, there were no simulators and test tools in the market for ensuring EMVCo compliance.

Solution

RS built an extensive web hosted, API based 3DS2 simulation platform that enables users to simulate any of the 3 domains of the 3DS2.0 protocol to test their system.

The product is capable of generating multiple flavours of transactions, execute and simulate in-path components.

The solution has been live for the customer and has improved their solution reliability while greatly lowering their risk.

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The Game-Changers

In a predominantly cash-payments country like India, where the penetration, usage and adoption of cards is also sub-optimal, Transformative Financial Inclusion (TFI) calls for alternate systems to formalize the economy.

TFI = f (the Need to Infrastructure = f (payment Adoption = f (convenience, include and be included, systems, enablers, perceived and realized Regulations, Infrastructure, acceptance points) benefits, trust) Adoption) where

How Unified Payments Interface has helped create India’s digital payments Quadrilateral

fund routing and merchant payments. What makes this backbone remarkable is the growing traction that it is generating: 10x transactions in 2018 over 2017 and 8x increase in the number of transactions.

One of the dramatic ways in which India has transformed is in the way modern pays for purchases.

No longer through cash but through online; no longer through physical money as much through cards.

The numbers: Transaction success through UPI was ~87% in March 2019, compared to 78% in April 2018; declined transaction percentage fell to ~2% from more than ~3.5% in 2018; human errors reduced from more than ~18% in 2018 to ~10% in 2019.

Unified Payments Interface, the country’s online payments backbone, is one of the key game-changers for the Indian economy. From being known as a ‘wallet killer’, UPI has transformed to emerging as one of the fastest payment modes, transforming India’s perception of the banking ecosystem and related technologies.

This backbone is now being respected the world over as the model for a country that can graduate from a cash-based economy to a digital payments backbone in one stroke, creating the basis for a futuristic transaction environment. (Source: IBEF, Economic Times, Hindu Business Line)

The Unified Payments Interface integrates multiple bank accounts into a single mobile-based application of any participating bank, ensuring seamless

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UPI transactions growth
Year Amount transacted Number of transactions
( J Cr) (in cr)
2016 (August-December) 891 0.25
2017 56,670 42.67
2018 5,79,712 370.80
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(Source: NPCI, Hindu Business Line)

Most importantly, the UPI platform achieved execution of 90 crore transactions in a month within 36 months of its public launch, and is on track to do 12-15 billion transactions in the next 12 months. This platform has been exclusively built and architected by RS Software.

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The RS Software and UPI connect

UPI is much skewed and that demanded for the system to have top priority in ensuring ease of use. The security aspect had to be designed such that it could work across the geography – from metros to urban and rural areas.

At RS Software, we take a moment to step back to reflect on our journey of building UPI for the Indian government owned NPCI, and enabling India’s banks to connect to its rails. We believe that a faster payments infrastructure is not an end in itself; it is an opportunity for banks to deliver innovative products and services in both consumer and corporate payments, and thereby transforming humanity and accelerating digital commerce.

payments and now Real Time Payments. 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. The quick adoption and the high probability that UPI is now on track to achieve a billion transactions a month since launch are the best testimony to the strengths of its architecture and design, and most importantly demonstrate scale and innovation at a pace not achieved anywhere else in the world.

Technologically, UPI had to address India’s population of 1.3 billion people with the capability to scale up considerably during festive seasons. What made it even more challenging was that the infrastructure had to be designed using commodity hardware and open source software to control costs. India is a bottom of the pyramid economy and it became necessary to select open source solutions that are fungible and this required novel workarounds to solve specific problems.

UPI is perhaps the first faster payments scheme that has end-users including consumers and merchants factored into the design. As the multi-trillion dollar retail industry transitions to digital commerce, systems like UPI make available secure and frictionless payments. It is a truly federated and open design unlike the closed systems of some of its predecessors. These aspects of UPI are the largest set of business architectural shifts from earlier generations of faster

UPI built the foundation in its architecture for the Fintechs to build and accelerate the use-cases for UPI and bring innovative commerce solutions to the market. This shift has ramifications on both the business and the technology, and is democratizing the reach of digital payments to billions of people at large. The literacy level of the target segment of

The UPI architecture was designed to take full advantage of the rapidly growing penetration of smartphones in India - hence it needed a mobile-first design. End-to-end security was implemented

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by using mobile- SDKs which encrypted the sensitive payload right at the point of origin. However, key-management for such a solution also needed a unique design. To meet the requirements for horizontal and vertical scalability plus security, RS deployed non-blocking architecture, optimal routing of messages, took processing to the data rather than the other way round, used smart load-balancing technologies and built end-to-end security for messages. It is the API First principle that is enabling the support at multiple levels of business aggregation. While the investors are chasing the fintechs that are building the use-cases with UPI, the global leaders like Google, Facebook, Walmart, Tencent and Alibaba have integrated with UPI to go after the Indian consumer and Indian merchants.

Having worked on open 4-party model payment systems globally, RS had the unique knowledge of architecting the solution that meets the requirements of high availability, high scalability, and end-to-end security, with the end-user in mind throughout the design. Building a true non-blocking micro service based architecture was where RS had deep expertise.

Since its launch in 2016, a number of use-cases have been implemented on UPI like P2P, P2M, wallet top-up, etc. The most impacting use-case to achieve the objective of financial

inclusion and transformation of

the Indian society is bill payment. RS Software was chartered by the government of India to also build the centralized bill payment network –the Bharat Bill Payment System (BBPS). The BBPS platform was launched in 2017 and this has helped 100+ banks and several non-banking operating units (OUs) to integrate bill payments using UPI. This is enabling the cash payment focused consumer to experience the benefits of digital payments, and thereby creating multiplier value for fintechs to innovate and build so many more use-cases around faster payments.

Today, three years after its launch, new market-driven features continue to be released to support innovative products and services. Being an open federated platform, UPI itself is expected to evolve and provide support to new market driven business use-cases. The success of UPI in India is being observed by regulators globally, and this is now accelerating the move to real time payments, growth of digital commerce, and most importantly democratizing the reach of digital payments to billions of people who otherwise may have no access. To help accelerate digital payments, RS Software has developed a reference architecture framework which can be leveraged to build similar faster payment solutions at scale in order to reduce the time to market.

Key numbers

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244.81 17.06
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Crore, number of Million, number of UPI digital transactions transactions through as of August 2018 BHIM platform as of December 2018

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13.71
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48.2

Crore, number of Crore, number of transactions through Aadhar-enabled BHIM app as of payments as of October 2018 November 2018

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39.34
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36.84

Crore, number Crore, number of of mobile wallet debit card payments payments as of as of October 2018 October 2018

(Source: Live Mint, PIB, Bloomberg)

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Bharat Bill Payment System (BBPS)

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India has transformed in the way its digital payments infrastructure is enhancing Over ~90% of electricity utilities, telecom providers and DTH broadcasters are every day consumer convenience. plugged into the Bharat Bill Payment One of the primary spaces to tap in for System, opening up a new world. accelerating the digital adoption is the They need not tie up individually Bill Payments industry. This was the next with third-parties for collection. Once major program that RS Software worked connected through Bharat Bill Payment on with NPCI.

population not having access to electronic platforms. BBPS awaits permission to expand category base (school and college fees, insurance, mutual funds, taxes and credit card payments) on the biller’s side, indicating growth across the foreseeable future. (Source: Times of India)

They need not tie up individually with third-parties for collection. Once connected through Bharat Bill Payment System, every centre becomes a collection unit leading to cost-effectiveness. The RBI allowed five categories of billers in the Bharat Bill Payment System ecosystem comprising electricity, water, DTH, gas and telecom (post-paid).

After implementing the country-level central Bill Payment infrastructure, RS Software partnered with multiple major Indian banks (such as SBI, ICICI, Canara Bank, IDBI and several more) to integrate them into this central Bill Payment infrastructure. This enabled the banks to participate in the digital bill payment ecosystem as BBPOUs (operating units) and separately as BBCOUs (customer operating units), thereby extending the adoption of the digital bill payment system.

The Bharat Bill Payment System is an initiative of the NPCI to provide a simpler and accessible bill payment service to customers for bill payments.

Customers can now pay bills (electricity, telecom, DTH, gas and water bills among others) through a single window from any Bharat Bill Payment System customer centre.

Bharat Bill Payment System reported nearly 4.45 crore bill payment transactions a month. The NPCI plans to expand the bill payments network by enrolling agent institutions (money transfer agents, business correspondents, common service centres, cooperative banks) and providing assisted payment to the

Bill-payers from remote areas are now empowered to pay utility bills while visiting a Bharat Bill Payment System centre by paying a nominal service fee.

RS Software instrumental in transforming bill payments in India

to achieve flexibility and faster time-tomarket, enabling an increasing number of features on API instead of in batches. We have proactively enabled the Multilateral Net Settlement Batch mechanism as mandated by the Reserve Bank of India, and new features have been introduced for dispute management and complaint management. RS Software conceptualized and set up not only the platforms but the detailed infrastructure of the data centers with specifications required for rolling out the solution, testing, staging, deployment, high availability and DR environments which includes hardware, 5,000 operating system, database, middleware, Transactions per replication technologies/tools, version second supported management tools, software licenses, support subscription etc.

As architect for the hugely successful Unified Payments Interface, RS Software was the obvious choice for building the BBPS platform that would attract all stakeholders of the billing ecosystem to utilize a common vestibule for bill payments through multiple channels (internet, mobile, PoS, mPOS, kiosk, ATM, bank, and agent) and diverse payment modes (cash, credit card, debit card, internet banking, prepaid card, UPI, wallets and other electronic methods).

RS Software used its subject matter expertise on billing systems to deliver the core engine of the BBPS platform for easy and efficient bill payments, supporting a throughput of 5,000 transactions per second. We have extensively used reusable components of the API based architecture

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Enterprise Fraud & Risk Management System

A major disruption has kept the mavericks of the global payments industry preoccupied in recent times “digitalization”. As research and analyst firm Gartner puts it - “Digitalization is the use of digital technologies to change a business model and provide new revenue and value-producing opportunities”. A recent World Bank report summarized that cashless transactions are growing by 10% annually. Another source forecasts that the world would witness over one million digital transactions every minute by 2020. While these facts are truly encouraging, the digital payments era has also given rise to digital fraudsters and new ways of theft. A recent ThreatMetrix cybercrime report for H2 2018 shows that there were 244 million human-initiated attacks globally with India contributing the most. Another interesting data point is that there has been a 480% growth YoY in BOT attacks in APAC alone. While we need to make digital payments convenient for all, we also need to exercise caution through secure solutions. With caution comes friction, and hence there is a greater need to develop and implement secure, frictionless solutions.

The growth is primarily driven by developing markets where the population has leapfrogged technology generations to adopt mobile and digital payment solutions over traditional banking and

payment solutions. India stands out as one such “developing market”. This is acknowledged in the World Bank’s Global Findex Report of 2017 which cites the exponential rise in mobile phone users in India, coupled with ever falling data rates as key factors in this regard. A Forbes India article from the same year estimates the cost of a bank transaction on Branch Banking to be in a range of H70 to H75 while it is around H15 to H16 on ATM, H2 or less on Online Banking and H1 or less on Mobile Banking. What this means is that digital payments translate to a win-win for both banks and their customers - the former saves on costs and can thus offer services at much cheaper rates to their customer.

Yet, the transformation to a cashless or even a less-cash Indian economy seems as distant as ever. One can gain some insight into the reasons behind the promise remaining unfulfilled from a video conference address made by Nandan Nilekani, chairman of the Committee on Digital Payments, Reserve Bank of India, to the 2019 India Forum of the PCI Standards Council on 13 March, 2019.

As Nandan summarized - India is still very far away from being a less-cash economy and security issues around digital payments system needed to be addressed to make the mode more

acceptable. He went on to detail - “I think increasing number of transactions, at the same time less security issues, less fraud issues, less disputes... could be what we need to see,”. What this translates to - the ability of players, regulators and frankly all stakeholders of the digital payments domain to effectively combat fraud - will decide the future of the industry.

Cross-channel relationships can be established provided there are one or more common data fields between the channels. Such relationships can be further combined with 3rd-party data (keeping within applicable regulatory framework) to build end-customer persona that can then be leveraged for up-selling and cross-selling.

The digital payments era has given rise to digital fraudsters

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The EFRM - RS Software Story

An Enterprise Fraud and Risk Management system becomes the key to achieving real digital transformation of the payments culture of a country. RS Software has developed and implemented a country-level enterprise solution that is benchmarked at over 2500 TPS with a response time of 200 milliseconds (equal to half the time taken to blink an eye). For small-to-medium sized business, the response time improves to 15 milliseconds (this is less than 1/20th of the time taken to blink an eye).

EFRM is able to effectively combat digital payments fraud by employing the following techniques:

Behavioural pattern modeling using statistical techniques

At a high level, EFRM delivers the following functionalities with the help of RS’ digital asset, RS IntelliEdge[TM]

IntelliEdge[TM] also supports visualizations that can prove crucial for identifying Anti Money Laundering and Common Points of Purchase use cases. RS IntelliEdge[TM] leverages the latest graph database technology for delivering this functionality

Support for both streaming as well as batch mode operations RS IntelliEdge[TM] can provide risk score for both real-time streaming transactions and

Support for multiple channels RS IntelliEdge[TM] can provide risk score for transactions pertaining to ATM, POS, E-commerce, M-commerce, funds transfer (e.g. IMPS, ACH), mobile payments (e.g. UPI), toll collection (e.g. AETC) and Check imaging

Rich visualization for summary metrics RS IntelliEdge[TM] leverages the industry-leading Elasticsearch-LogstashKibana (ELK) technology stack for presenting rich visualizations related to summary metrics like high-score count for past N units of time across dimensions like acquirer/issuer-wise, region-wise, rule-wise

Ability to handle standard and custom message formats RS IntelliEdge[TM] internally utilizes a canonical object model which embodies all possible aspects of any financial transaction.

Robust Case Management capabilities RS IntelliEdge[TM] provides mature case management capabilities that support alerts, queues, case workflow, auto-escalation/auto-closure, manual fraud tagging, case search, transaction search

Support for AML and CPP use cases In addition to risk scoring transactions, RS

Mature user and access management RS IntelliEdge[TM] provides enhanced user and access management capabilities like role definition, user-to-role assignment, role-wise access restriction on display and report fields, 2-factor authentication for login, maker-checker approval workflow for user management

Comprehensive Rule Editor As rules are a critical element of deterministic fraud prediction, RS IntelliEdge[TM] provides a rule editor that can be intuitively used by analysts and subject matter experts to define, test and deploy such rules

In an extremely proud moment, RS Software won the global bid for building an Enterprise Fraud & Risk Management (EFRM) Solution for the National Payments Corporation of India (NPCI), the technology arm of the Reserve Bank of India (RBI). The EFRM Solution is envisioned to secure all modes of digital payments in India without increasing the friction for these digital payments. This called for a solution which is capable of checking the riskiness/authenticity of a transaction within 200 milliseconds with over 2000 transactions pouring in per second. As of 21 June, 2019, almost 300 banks are on-boarded onto the EFRM system. The solution is expected to cater to all 18 digital channels by September 2019 and evaluate transactions of at least 12 billion per year.

Looking at the increasing digital volume in the country, we are in discussion with NPCI to scale the system to support double the transaction volume that it was initially planned for.

50[|] Annual Report 2018-2019

RS Software (India) Limited[|] 51

Management Discussion and Analysis

Operational Highlights FY2018-19

[ What were the principal initiatives ] by the Company during FY2018-19?

[ What were the principal challenges ] faced at the start of FY2018-19 ?

CEO stepped into the business development team to assist in opening enterprise accounts through social connections/networks and warm leads

With CEO stepping in, it became imperative to change the composition of the sales team and the sales strategy

Changing customer segment priorities meant a fresh start in several situations. Repositioning and Rebranding of RS Software in the US/International Market

COO brought onboard to build and drive the growth strategy for the organization

Sales engineers stepped up to
execute multiple roles – Technical Sales + Account Management + Sales Engineering

[ What are the three principal trends ] influencing the sales function?

Market trends (greater adoption of digital payments, faster payments, security – 3DS2.0, digitalization in Banks, newer payment platforms) – The key market trends continue to be digital transformation of enterprise accounts across the enterprise. Strategy development and execution are positioned within the business unit feeding into the overall enterprise strategy. The largest challenges with this approach are the lack of mapping common processes across the enterprise to receive

Practice leaders stepped up/promoted
for customer facing roles to strengthen the sales support process
Delivery made accountable for
completing the sales cycle
HR team empowered to support
an increasingly performance driven Corporate Culture
Marketing consultants hired to
reposition and rebuild brand RS

the maximum value from reuse and efficiency by leveraging data to provide an enhanced customer experience no matter if a consumer or a commercial account. This trend feeds into the need for an enhanced customer experience where the customer is provided offers, service and content that is relevant to their immediate need based on historical activity and real time interactions both with the provider as well as integrating social media and other external content and data. These two trends drive significant revenue, profitability and efficiency within the market segments RS is pursuing in the financial services payment segment.

Client expectations – offerings, domain knowledge, services – Client expectations have transformed for their key suppliers based on their customers’ needs and demands. Offerings need to be complete and employing easy to integrate APIs to aid time to market, integration and testing so investments being made see a return in the same fiscal year. Commodity providers

still have a place in the market providing low cost services that don’t differentiate but still provide cost arbitrage that clients have become accustomed to receiving. The shift is looking for specific companies who possess domain expertise that can address very specific business challenges where the client is seeking advice, a point of view and a market perspective outside of their own experience and views to either validate a strategy or create a new approach. Clients will buy this service to fill gaps in their own knowledge and experience in existing or new markets. Managed services will continue to grow as clients see the value of outsourcing portions of the business they cannot staff or run effectively internally.

Competition – offerings, focus areas – The main competition in the market are the existing offshore providers who have practices in financial services with sub-practices in banking and payments. Although these commodity providers have scale overall, they lack depth in the payments domain since there is little focus and a goal to pursue, capture and bill every opportunity at a client. As described above the client is looking for more specific focused expertise to assist them with payments challenges that are market and time sensitive as they are pressed to react in real time to FinTechs and their unrelenting release of new ideas that threaten to continue to take market share from the traditional payments providers.

[ What are the strengths of your sales ] function?

Market coverage– RS is hiring enterprise sales directors to cover the top tier payment providers in banking, payment processing providers, ISOs/ISVs, payment gateways and the scheme networks.

Payments knowledge – All of the sales directors and support team come from a payments background that has direct relevance to the RS target market, vertical offerings and horizontal offerings.

Sales experience – All of the sales directors have a minimum of ten years’ experience in payments services, software and solutions. As described above, all have experience directly related to the RS offerings, we are taking to market. Strengths of the sales function – We will have a team of five with sales support and domain expertise. We will also rely on support from the competency center in Kolkata for added business and technology support.

Brand recall – RS is an unknown brand to the broad market. Much of the initial work to be done is evangelical education about RS as a company, our expertise and focus on payments and the offerings we bring to the market.

Positioning of services – The sales team will focus on asset based and non-asset based offerings that leverage services from entry points like health checks, through implementation and customization of licensed assets to building bespoke applications fit for the purpose for clients at their request.

Clarity of size of customers to be addressed - Top tier payment providers in banking, payment processing providers, ISOs/ISVs, payment gateways and the scheme networks.

Clarity of geographies of presence – The sales team will focus on the markets in the United States and Canada, two of the largest payments markets in the world.

[ How did the Company transform or ] strengthen in FY2018-19? What is the percentage of revenues derived from repeat business from existing clients?

Won the NPCI Global RFP for building a first of its kind Enterprise Fraud and Risk Management solution for India, triumphing over heavyweights in the Proof of Concept and Reverse Auction phases.

Secured a 4-year service contract with Metabank to provide a Distributed Agile team, with an annualized run-rate of US$1.0M.

Brought two of the accounts on track through delivery persistence – GET, NTS, adapting with the changing customer expectations.

Created a new global market offering for 3DS2 though RS Test2Pay[TM] . The software was successfully delivered to NTT Data (Japan).

Continued repeat business from the accounts Bill2Pay, Discover, NTS, GET, GovPay made possible by engaging customer relationship and excellent/ timely delivery.

Implemented a country level Fraud and Risk Management solution catering to cards and alternate payment channels with 282 Banks on-boarded as on 21June 2019. The implementation will uniquely place RS in the largely unexplored fraud and risk management space currently dominated by only a few players.

[ Why are you optimistic about the ] sales function? What does the function expect to achieve in FY2019-20?

Strengths –Clearly defined sales strategy and world-class marketing team in place to execute services-productsplatforms market direction, as we start the FY2019-20.

The sales team has defined goals for accounts, offerings, revenues and expansion. The team will focus solely on the targets identified and will move any non-core accounts to the staff augmentation group or a group not focused on enterprise level accounts.

The COO has restructured and aligned his leadership team and is ready to execute the accelerated growth.

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RS Software (India) Limited[|] 53

Finance

RS Software has always been quick to respond Key measures undertaken in FY2018-19 to the business dynamics that keep changing. Enhancement of performance culture to The finance team continues to foster a boost operations culture of cost optimization and compliance Implementation of a sound budgetary orientation to enhance transparency and control system improving cost and financial maintain a stronger Balance Sheet.

Enhancement of performance culture to boost operations

Implementation of a sound budgetary control system improving cost and financial management

Effective implementation of GST and IndAS regulations

Challenges

To continue making significant investments during the transition phase of the strategy while managing investor expectations

Initiatives in FY2018-19

Strengthening of internal financial controls and aligning them with best-in-class standards

To manage the cash flows that can effectively cope with investments aligned to the transition strategy

Bringing in transparency to improve

Goals

Maximize value for all stakeholders

Priorities for FY2019-20

Foster a culture of financial discipline to emerge as partner-of-first-choice for all stakeholders

Target optimal utilisation of resources and infrastructure to meet long-term goals

Growing the intellectual capital

As a corporate focused on the payments industry for over two decades, RS Software has made a name for itself across the payments value chain. Keeping immediate and long-term business objectives in mind, the Company has focused on building expertise, products and solutions across the value chain of the payments ecosystem. Over the years, RS Software has strengthened its domain knowledge through the pillars of the RS School of Payments, Knowledge Management Systems and the RS Payments Lab. Driven by an entrepreneurial mindset and willingness to embrace challenges, our competitiveness is driven by a rich and diverse pool of talent that is engaged in continuous learning.

by our employees as well as our clients. The RS School of Payments is also involved in knowledge capture and dissemination across projects. It facilitates cross project knowledge sharing to enhance organizational knowledge capability. One of the top thought leaders of the global payments industry, the RS School of Payments is highly respected by its peers.

RS Payments Lab

The RS Payments Lab plays a critical role in exploring proofs-of-concept and developing reference architectures in new technologies (mobile, analytics, test automation and tokenisation) well before the customer begins to use them. This empowers RS Software to propose solutions to customers that enhance productivity, reduce costs and reinforce quality, strengthening the customer’s profitability and ensuring satisfaction. The Company has built an encompassing repository of sectoral knowledge comprising customer interactions, market research, expert opinions, research reports and webinars that are white-labeled and curated in a knowledge center supported by a search facility. The Company will continue developing its expertise while focusing on core processing areas like advanced payments and security, data management and analytics, and automation.

RS School of Payments

The RS School of Payments is a powerhouse of domain knowledge that has been acquired by playing a key role in the evolution of the payments industry. It maximizes productivity and minimizes learning curves on the back of a best-in-class Knowledge Management System that focuses on business functions, technologies and customized strategies. The RS School of Payments conducts courses covering the entire payment spectrum – from basic to advanced levels in niche areas. These advanced courses are crafted by industry and subject matter experts, and are attended

Generate higher revenues from products and platforms

Ensure better cost and resource management

Strengths

The Company continues to draw support from the inherent strength of its Balance Sheet

It has improved upon its receivables collection cycle thus giving impetus to working capital management

The de-risking of client concentration has helped the Company expand its area of operations thus leading to a wider future market

New initiative FY2018-19

RS Payments Universe

The RS Payments Universe portal from the RS School of Payments has been conceived as a branding, knowledge management and collaboration platform for all payments enthusiasts be they RS employees, alumni, payments SMEs, customers, prospects or the general community as a whole. In addition to providing up-to-date information and trends on the payments domain, technology, regulation and related subjects through news alerts, videos, podcasts, blogs and a wiki, this unique portal aims to combine the features of popular social media platforms LinkedIn and Twitter by enabling both blogging as well as instant messaging, complete with hashtags for easy searching. The content for the portal would come from RSites as well as from external SMEs we are connected with, and would be enriched with news feeds and articles purchased from reputed sources. We also look forward to the participation of academia, advisors, and online/social media specialists to keep the site interactive and the content current at all times.

The portal promises to be a powerful branding tool that positions RS as a leading expert and consultant in the Payments world.

Sales & Marketing

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RS Software has engaged a world class team of marketing specialists to embark on a journey of understanding ourselves better, to evolve a clear, distinct and impactful brand language and have in place a new identity. We believe that timely marketing intervention will unlock significant value for all stakeholders.

Build itself as a brand that shows its full commitment and passion towards every aspect of this payment revolution, from products to platforms and beyond.

Establish how we view ourselves as a team of passionate individuals with a hunger for creating value for all stakeholders

The Company has been investing in rebuilding its sales engine for the past 3 years and during FY2018-19 it has reviewed all its learnings of how we are succeeding in our customer facing strategy execution. As a result, sales process leadership has been totally revamped during the last quarter of FY2018-19 and we now have a plan that calls for total revitalization of our revenue acceleration.

Have a new identity in the form of a new logo and visual expression

Define all aspects of our core philosophy as a brand, including our Core Value Proposition, our Core Pillars, and our Statement of Purpose that drives our behavior

Outlook for FY2019-20

Establish the Company in a unique and dominant position in this dynamic, high speed, and innovative payments revolution.

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HR

Q&B

Criticality of a strong HR team for RS Software

RS Software is in the process of strengthening its business where it is refining its business strategy by focusing on delivering value-based Payment solutions for clients through our assets, platforms and expert knowledge in the Payments domain.

This has necessitated the need for change in how HR functions in RS, starting from Talent Acquisition and Talent Management, to building a performance driven Corporate Culture. In order to lead this initiative, a strong HR team which has the knowledge and understanding of business and people in such changing times is extremely critical for the success of the organization’s goals.

HR Strategy

A well-structured and strong HR team, with well-defined HR processes

Strong understanding of the organization and the Payments business

HR strategy aligned to the organizational goals

Hiring strategy directly derived from workforce plan with clearly defined skill-sets

Training programs covering the entire payment spectrum from basic to specialized courses through the RS School of Payments to maximize productivity and learning rates

Internship programs for fresh college graduates and grooming them so that the best talent can be inducted into the RS workforce

Challenges

Major Challenges in FY2018-19:

Retention of key talents who will play pivotal roles in implementing the Company’s vision Skill realignment as per new business scenario

Steps taken to address these challenges:

Defined career path for critical resources as per their aspirations, skills and competencies

Open discussions with the Company’s Leadership Team to address resource concerns Identified probable future clients and relevant skills required for fulfillment Training of available resources to ensure availability and deployment of quality talent as per business requirements

Personpower rationalization to align skills of resources with the organization’s needs

Gender mix

Gender mix (FY2018-19) Male : Female - 3.7 : 1 Gender mix (FY2013-14) Male : Female - 3.3 : 1

Outlook for FY2019-20

For the Company to achieve its organizational goals for the current fiscal, RS Software has plans to transform itself from an effort driven organization to an achievement oriented organization. This requires a cultural shift in the organization which is possible only through a well-executed change management initiative and warm/positive employee connect.

The Company understands that HR will play an important role to lead this initiative and build a productive and future ready organization. HR is expected to not only support the business but also add value to the way the Company does its business through proactive talent management and maximizing resource utilization.

The mission of Q&B process is to Reviewing products prior to ensure that customer satisfaction delivery is maintained at high levels by Conducting defect and root delivering high quality work, and cause analyses benchmarking our processes to Executing process improvement global levels.

Conducting defect and root cause analyses

Executing process improvement exercises

PA-DSS Assessment carried out for RS iFinSwitch™ and RS MerchantEdge™

Gauging customer satisfaction through independent surveys Enhancing the level of organizational automation Conducting metrical analysis and undertaking corrective and preventive actions Organising training sessions, workshops, planned and unplanned audits, quality weeks and other academic and nonacademic seminars

SSAE18 certification done for RS Software

Project initiation support Identifying and mitigating risks Defining project governance and delivery plans

Developing a thorough understanding of project dynamics by detecting points of failure and generating alarms

Carrying out routine audits of quality systems by third-parties Acquiring payment application data

Conducting periodic reviews of quality systems by third-parties software delivery process Acquiring payment application Conducting weekly reviews data of project reported metrics and Security Standard certification customer status reports for payment platforms

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The Company’s Overview

RS Software has successfully evolved and maintained its business leadership over two decades in the area of electronic payments. From its inception we built a company that has a clear vision at each stage of its corporate journey, and a strategy and business plan to achieve the vision. We have had to navigate three major downturns in the market opportunities available to us, the most difficult being in year 2001 when the dot com bubble burst happened and the most impacting terrorist impact in America that brought a major shock to world-wide economies. The Company had significant debt and not enough revenue to even service the debt. But we were determined to come back and this is where our corporate values helped us to continue marching with our heads held high. “When the going gets tough, the tough get going”. The greatest learning happens during adversity and those learnings strengthened our foundation hugely. Today we are in our third phase and we are a zero debt company. Our challenge today is the transitioning of our strategy. Services to products to platforms, and eliminating the most critical risk about dominant dependence on a single client. We have achieved the latter and are transforming the Company to achieve its strategic transition.

The Company possesses a strong solutions-oriented approach and a robust financial base (marked by zero debt). RS Software integrates knowledge management, innovation and specialized methodologies with focus on payments technologies to deliver the best-in-class services to a client list that includes the world’s leading payments brands, and now launching payments platforms, and payments focused digital assets. It has built solutions for the introduction of mobile and contactless payments while mitigating the pain and cost associated with the legacy systems supporting them. It has been involved in setting up the technology for unique payment platforms like Unified Payments Interface and Bharat Bill Payment Solutions, an integration online platform for all bill payments in India.

Our proprietary methodology is based on the unique dynamics of the payments industry. We deliver a full range of services to our clients through our Global Execution Model which includes: RS School of Payments that maximizes productivity and minimizes learning curves; RS Payments Lab that focuses on innovation; RS Accelerators/Assets providing sustained engineering and RS Knowledge Management resulting in knowledge incubation.

We have three big positives to get us to our goal

Our key achievements

Transformative Building scalable digital integrated billing infrastructure platforms for India - UPI that is that reaches out to transforming India billion+ people

Financial institutions, network providers, processors and software companies providing products and services to the payments industry need a partner who understands the complexities of that environment. Over its 25 years of building payments for the electronic payments domain, RS Software has kept its focus on availability, scalability and security while providing solutions in environments that support processing of billions of transactions annually.

Implementation

To build things that customers want, a business needs to out-innovate its competitors—not just uncovering unmet customer needs to find profitable white spaces but also using technology to enter new markets or go to market in new ways. New sources of growth come from redesigning business models, creating something new, and exploring disruptive services. New business models don’t have to be complex; they could involve tapping into new sales channels to reach different customers, for instance, or introducing new services to support an existing product.

Prudent financial allocation of resources

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Strategy of RS Software

Our transitioned strategy calls for us to Invest, Perform, and Create. Investing in growth is what we started in April 2016 with the goal to get us effectively into the right opportunities. During the last three years we have utilized our strategic investments of ~ H100 crores

The RS School of Payments has helped to build new technology capabilities by utilising our knowledge repositories built over the past 25 years, leveraged the silicon valley presence of the Company to acquire and learn the emerging digital technologies, and accelerated the reach to multiple industry SMEs to constantly add to the knowledge pool. We have tested all of our learning and demonstrated success with new clients, large and small businesses and importantly at a national level, while building India’s digital payment infrastructure.

Evolving new business models: Products produce a single revenue stream, while platforms—which we define as intermediaries that connect two or more distinct groups of users and enable their direct interaction—can generate many. Recognizing that 75% to 80% of the world, especially in emerging economies still pays in cash at merchant locations, there is need in the market for high quality acceptance infrastructure. The Company has built a world-class digital merchant acquiring platform to address this opportunity

Performing optimally in commercial functions is always work in progress, but by enhancing our leadership bandwidth that began in January 2019, our focus on transformation to achieve high performance is significantly high.

The RS Payments and Innovation Lab has innovated and built several products and frameworks for enhancing the acceptance infrastructure in digital payments economy. As the regulators globally are pushing down the interchange, the cost for merchants for accepting digital payments is going south, and the wealth is moving from the banks to merchants, so the opportunity is to enable merchants to spend some of that additional wealth on the value adds that payment aggregators can provide to them. Processing engine is like the operating system, but by building business applications on top of that and that is where the opportunity is.

We are creating new offerings and business models that are custom-designed to satisfy unmet needs more completely, quickly, and flexibly than before. This is now enabling to build a pipeline that fuels growth far into the future.

Strategy Summary

As the secular growth trend in digital payments continues to strengthen itself, the economic MOAT of the Company reinforces itself and continues to advance and leverage our unique payments domain expertise and demonstrate how it delivers the highest value and lowest risk to clients

Choosing the right path to growth.

The plan now focuses on how our economic MOAT is enabling us to participate in each of the emerging opportunities

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RS Software (India) Limited[|] 61

Service: Mobiles used for payment initiation and acceptance

Market Trends and how RS Software is equipped to meet each of these opportunities. This is where RS Software has made an investment of H100 Crore+ during the last 3 years, and re-architected its capabilities to be a leader in providing technology solutions and platforms as digital payments grow globally. This is the new three - prong business model, services-productsplatforms.

Key opportunities in the market

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----- Start of picture text -----

Trends Opportunities Frictionless Secure Faster
1 Mobile used for payment Need better FRM systems Y Y
initiation and acceptance E2E security
API based end point access
2 Digital Payments on rise Platform upgrade in banks and processors Y Y
demands platform upgrade for Permissioned access to personal information for
processors, needs support for API, authentication (OAuth)
ISO20022, PSD2, … Richer information in message to help straight through
processing)
3 Adoption of 3DS2, for risk based EMVCo certified test platform provider for 3DS2 Y Y
authentication(RBA) and SRC Same platform upgraded to service SRC and other
(secured remote commerce) for EMVCo specification verification
interoperability
4 In-country Payments (enforced Building in-country payment systems (like UPI) Y Y Y
by federal data locality) Building single platform deployed locally to serve both
Cards and Bank Account sourced payments
5 Faster Payments Building faster payment systems (like UPI) Y Y Y
Integrating banks to faster payment rails
6 Bank transformation Platform upgrade, security upgrade, API based access Y Y Y
with one of the two strategies
Want to compete with PSPs, or
Want to offer their services to PSPs
Ready to offer innovative settlements for quick
availability of ‘good funds’ to merchants and goods/service
providers
7 Network transformation Network leverage their ubiquitous presence and follow Y Y Y
strategies like:
Offer the infrastructure for others to reuse
Offer competing products (faster payments)
8 Competency Development Following are the areas where organizational Y Y
competencies needs to be built
8a Cloud Hosted services Preferred deployment are cloud Y Y
8b Distributed Ledger Technology Option for faster settlement in trusted circle Y Y Y
(DLT)
8c Data Analytics Transforming most of the business by leveraging AI/ML Y Y
for prediction, classification, outlier detection, …
8d Voice Based Commerce (Alexa) UX transformation to impact all commerce interaction Y Y
in 2-3 years
----- End of picture text -----

damage is fraud and misconduct. Hence, the extends the APIs for mobile based payment risk management needs boosting by having initiation and acceptance Fraud Risk Management (FRM) enabled at the -Telescopic time-out does not work, hence edges. the system needs work around; each Customers needing this service option has its pros and cons. This is the key knowledge.

In developing nations QR Code and Dynamic QR Code is helping adoption of electronic payments at brick-and-mortar stores by drastically reducing the cost of acceptance endpoint. It is frictionless and fast. A middleware is needed to orchestrate the multi-leg messages between network, banks/processor and consumer/merchant. It challenges security.

Any bank/FI who wants to compete or cooperate with FinTechs for payment service leveraging mobile as the enabling device RS Software’s offerings:

operate with FinTechs for payment service -Lost messages are typically reconciled endleveraging mobile as the enabling device of-day, however, a hold on account for large amount needs to be released much earlier. RS Software’s offerings: The risk management at the edge is a small Understanding of the challenges for a subset of the technology RS is building for middleware that connects Core Banking EFRM. Solutions (CBS) to faster payment rails and

With the increase in the transaction landscape, integrity becomes important to safeguard the market and public trust. But, the only thing that might impede that effort, exposing the organization to serious risk or

Service: Digital payments on rise demands platform upgrade for processors

To participate in the ecosystem of digital commerce system, the need is very high for PSP/Banks/FIs to offer Digital Payments by providing APIs and to support message specifications that help interoperability.

RS was involved in drawing the roadmap of platform upgrade to support APIs for a large US processor

Customers needing this service

Any PSP, Bank, FI who want to participate in the vibrant digital commerce ecosystem and is ready to open up the services through APIs RS Software’s offerings:

is ready to open up the services through APIs RS is aware of using rich invoice related payment message to conduct straight- RS Software’s offerings: through-processing which makes payment With UPI, RS has successfully built the fast and secure. digital enablement layer for large payment infrastructure.

Service: Adoption of 3DSecure 2 (3DS2) and Secure Remote Commerce (SRC)

RS Software’s offerings:

Various security measures such as the Address Verification System (AVS) or the CVC verification used in some markets couldn’t ensure credit and debit card payments the highest level of security fully. To address this problem, card networks implemented the first version of 3D Secure in 2001.

Networks like Visa and MasterCard are ready for 3DS2 from April 2019. MasterCard has rolled out globally from 1 April, 2019. Visa has rolled out in Europe from April 2019 and will be rolling out in North America and Latin America from September 2019, and subsequently from April 2020 in rest of the geographies. This will put pressure on merchants and issuers to comply.

RS has a Test2Pay (3DS2) solution which is running in NTT, Japan to certify the issuer banks on their ACS implementation. A recent demo to Europay, Mastercard, Visa (EMV) company has their representatives take interest on this RS digital asset. Deploying a multi-tenant 3DS2 Test Platform that is certified by EMVCo has a direct impact to RS brand and revenue.

3D Secure 2 builds in an extra layer of fraud protection and ensures that the businesses only accept card payments from legitimate customers. In addition, authenticating a payment with 3D Secure changes the liability for chargebacks due to fraud from business to the customer’s bank.

Customers needing this service

All issuers and merchants/acquirer who have

This is an investment which is being done and has prospects in MasterCard as of now. The same platform can be extended to test and certify other EMVCo specification like SRC, which again is gaining traction in the market.

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Service: In-country Payments

Good prospects are witnessed in small developing nations like Maldives, Bhutan, Indonesia, and others. These countries would like to build an interbank switching mechanism, a digital enablement layer to extend the money transfer, but would like to reuse and ride over the existing settlement mechanism. In developed countries the effort generally to encompass faster or even near real-time settlement. Another observation is that the in-country payment solution desires a way to have both the international card payments and in-country payments covered in this effort. It is witnessed in Nepal and

Maldives as well. Typical way of engagement RS can help the country implement from is to work via a local partner and in the recent consulting to roll-out opportunities we have partners both in Having closely tackled UPI 1.0 and 2.0, Indonesia and Maldives to execute the deal.

Having closely tackled UPI 1.0 and 2.0, having solved the problem of settlement window adherence very recently, RS has the business and technical domain to tackle the challenges. As resource is not a constraint for developed nation, the challenges RS has solved is closer for developing nation usecases

Customers needing this service

All the developing nations who want to build an in-country payment infrastructure pretty much similar to UPI

RS Software’s offerings:

RS has implemented similar use case in UPI plus it has deep knowledge in international card based payments as well

Service: Faster Payments

To increase efficiency in payments, countries and large corporations are implementing faster payments which help to reduce cash, increase traceability and to reduce currency fraud. By virtue of building UPI, we are now naturally positioned to offer faster payments as a solution that too using open source and using commodity hardware. Having said that, the opportunity for building such infrastructure would be for developing countries where the focus is digital payments rather than faster payments. But as developed nation builds their faster payment rails, there is a need for banks and FIs to use a middleware

Service: Bank Transformation

Banks are the actual custodian of funds and the customer relationship for ages. Their services are being challenged by the FinTechs. Banks are adopting one of the two strategies – (a) compete with FinTech, (b) partner with FinTech. For option (a) banks need to transform their service access in such a way that digital enablement layer, digital consent layer, user access verification layer, consumer verification service layer, data analysis enablement layer, and more can be provisioned. This is a large investment and usually big banks are executing the strategy. On the other hand, small banks are

to interface with the faster payment rails on one end and have it interface with the Core Banking Solutions (CBS) and finally expose APIs which are available for access from the mobile service infrastructure.

Customers needing this service

All banks and FIs who want to integrate into the faster payment rails

RS Software’s offerings:

RS Software has proven track record. The Company has built such middleware and integrated banks’ CBS, UPI and exposed

buying products that help them to be in the market quickly albeit with reduced feature compared to big banks. Some of the small/ medium banks have chosen to commoditise themselves and they are partnering with FinTechs to be present in the ecosystem; they are gaining the business but not the brand and this is their conscious choice.

Customers needing this service

All banks who are on their digital banking journey and would like to work with a partner who understands payments, high performance service (security, reliability, availability, throughput, at global scale)

APIs which are used by mobile service infrastructure. Digital asset available to reduce build time yet make it customisable to integrate with all 3 interfaces

Availability of such COTS is not there as the combination of 3 interfaces are very large in number

Investment is planned in FY2019-20 to build a Faster Payment digital asset leveraging our UPI experience to showcase the knowledge for upcoming opportunities

RS Software’s offerings:

We do not have an exact fit, however, working with CBS for integration of UPI has given us the knowledge on this particular aspect of creating a digital enablement layer for use with mobile and other API-first solutions

We are engaged with MetaBank project which is providing us the opportunity to understand what changes are happening in banks as they adopt transformation. The learnings can be leveraged for organizational competency development.

Service: Network Transformation

first being staying relevant. Both of these issues could be handled by providing something like network-in-a-box which can interface with international schemes (Visa, MasterCard, Discover, Amex, …) and this line is being actively explored by the networks. To move the payment system to a box it is not only the authorization that needs to be moved to a new age technology stack driven platform, but the other payment components like Clearing and Settlement, Fraud Management, Chargeback, Reversal, Dispute Management, etc. also needs to be suitably upgraded.

As in-country payment solutions mature that essentially rides on account-to-account (A2A) model, card payment networks need to innovate and protect their market. In past they have been focusing on increasing convenience which started from commercial cards, business cards, card-to-card payment, tokenization to enable *.pays’ to flourish both using Secured Element (SE) or Hosted Card Emulation (HCE) and now move to Apple’s Card which is in the iPhone; however the threat of being intermediated remains. Pressure on keeping the data-withinsovereign-perimeter is a second challenge,

Customers needing this service

This would typically be one or two of the payment networks that operate across geographies with diverse jurisdiction. The engagement would be services where RS is a part of the team.

RS Software’s offerings

Deep domain knowledge of faster payment / digital payment like UPI and 25+ years of working with the payment network leader

Knowledge of working with all components of payments system (soup to nuts)

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Risk and Response

The Company’s financial highlights, FY2018-19

The consolidated Profit and Loss account for the year ended 31 March, 2019 was as follows:

(amount in lac)

==> picture [365 x 174] intentionally omitted <==

----- Start of picture text -----

Particulars 2018-19 2017-18
Revenue from Operation 6539.27 6342.92
Other Income 644.14 855.04
Total Income 7183.41 7197.96
Profit before Finance charges, Tax, Depreciation/ (2997.04) (3597.47)
Amortization (PBITDA)
Less : Finance Charges 28.32 3.75
Profit before Depreciation/Amortization (PBTDA) (3025.36) (3601.22)
Less : Depreciation 330.15 224.15
Profit before Taxation (PBT) (3355.51) (3,825.37)
Provision for taxation (639.10) (1,181.70)
Profit/(Loss) after Taxation (PAT) (2720.48) (2656.47)
----- End of picture text -----

Regulatory risk: The changes brought about by the regulatory bodies might affect the business of the Company.

Technology risk: The technologies used should be tested properly otherwise the Company may have to face liability lawsuits.

Human capital risk: Attrition of human capital could impact long term sustainability.

Growing competition: The increased competition from the existing players as well as new startups might affect the Company.

Response: RS software has continuously adopted and adapted to the changes whenever possible.

Response: The Company ensures that the technologies that are used are the latest, fail-proof and efficient.

Response: RS Software takes adequate measures to train, motivate and upgrade skills of its employees. The Company has also created a knowledge management system as an information repository that can be referred to by others.

Response: RS Software has maintained a singular focus only on the electronic payments domain and the partnership with the National Payments Corporation of India has vindicated it. The Company has worked on intensifying its learning abilities by allocating substantial investments in the RS School of Payments and RS Payments Lab, both of which gives an edge over the others

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R S SOFTWARE (INDIA) LIMITED

(CIN: L72200WB1987PLC043375)

Registered Office & Corporate Office: ‘FMC FORTUNA’ 1st Floor, A-2, 234/3A, A.J.C. Bose Road, Kolkata - 700 020

Phone Nos.: 033 22876254 / 6255 / 5746 | FAX No.: 033 22876256 Company’s website: www.rssoftware.com

Notice to Members

Internal control systems and their adequacy The Company’s internal audit system has been continuously monitored and updated to ensure that assets are safeguarded, established regulations are complied with and pending issues are addressed promptly. The Audit Committee reviews reports presented by the internal auditors on a routine basis and takes corrective actions if and when necessary. It maintains a constant dialogue with statutory and internal auditors to ensure that internal control systems are operating effectively.

Human resources

The Company employed 309 individuals as on 31 March, 2019. Increase in the value of human capital through the development of individual and collective skills and knowledge remained essential for continuous growth. The Company implemented programs for skill development. Programs for sharing and internalizing knowledge were conducted. Further, employees were sent to suitable outside programs to enhance awareness of the latest technology and domain developments. The Company emphasized the building of a motivated workforce.

Cautionary statement

The statement made in this section describes the Company’s objectives, projections, expectations and estimations which may be called ‘forward looking statements’ within the applicable Securities Laws and Regulations. Forward looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized by the Company. Actual results could differ materially from those expressed or implied in the statements due to the influence of external factors beyond the control of the Company. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statement on account of any subsequent development, information or events.

NOTICE is hereby given that the Thirty-First Annual General Meeting of the Members of R. S. Software (India) Limited will be held on Friday, 26 July, 2019 at 11:30 a.m. at Rabindra Tirtha, 33-1111, Major Arterial Road, 3rd Rotary, New Town, Kolkata-700156 to transact the following business:

ORDINARY BUSINESS

To consider and adopt:
a. the Audited Standalone Financial Statements of the Company for the financial year ended 31 March, 2019 and the Reports of the Board of Directors (the ‘Board’) and Auditors thereon; and
b. the Audited Consolidated Financial Statements of the Company for the financial year ended 31 March, 2019 and the Report of Auditors thereon.
To appoint a Director in place of Mrs. Sarita Jain (holding DIN 00206743), who retires by rotation and, being eligible, seeks reappointment.
To ratify the appointment of M/s Deoki Bijay & Co., Chartered Accountants (Registration No. 313105E) as the Statutory Auditor of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and to fix their remuneration and in this connection to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“Resolved that pursuant to the provisions of Section 139,141, 142 and all other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditor) Rules, 2014, including any statutory enactment or modification thereof, as amended from time to time and pursuant to the recommendations of the Audit Committee of the Board of Directors M/s. Deoki Bijay & Co. Chartered Accountants (Registration No. 313105E) be and are hereby re-appointed as the Statutory Auditors of the Company, to hold the office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and that the Board of Directors be and are hereby authorized to fix at such remuneration as may be determined by the Audit Committee and as to be agreed upon between the Auditors and the Board of Directors of the Company.”

SPECIAL BUSINESS

To approve Company’s Employee Stock Option Scheme 2019 (ESOP Scheme 2019) and in this regard to consider and, if thought fit, to pass, the following resolution as Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 62(1) (b) and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder, enabling provisions of the Memorandum and Articles of Association of the Company and pursuant to SEBI (Share Based Employee Benefits) Regulations 2014 read with the Circular regarding Requirements specified under the SEBI (Share Based Employee Benefits) Regulations, 2014 and the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 issued by the Securities and Exchange Board of India (“SEBI”) (including any statutory amendment, modification or re-enactment to the Act, for the time being in force in all regulations) on recommendation of Nomination and Remuneration Committee for the purpose of formulation, administration and superintendence of proposed “R S Software Employee Stock Option Plan-2019” (hereinafter termed as “ESOP Scheme 2019” or “ESOP Plan 2019”) with the consent of Board of Directors to create, offer, issue and allot in one or more tranches under the said “Employee Stock Option Plan” at any time to or for the benefit of present and future permanent employees of the Company and its director(s), whether whole time director or not but excluding independent directors of the Company and any other individuals as allowed under applicable rules, regulations, guidelines and laws (hereinafter referred to as “employees” or “said employees”) be and is hereby approved as per the salient features mentioned in the explanatory statement annexed herewith. The total number of options that can be granted under ESOP Scheme 2019 shall not exceed the ceiling of 20,00,000 (Twenty Lacs) Options, convertible into equivalent number of equity shares of the Company.
“RESOLVED FURTHER THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder, enabling provisions of the Memorandum and Articles of Association of

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NOTES:

the Company and pursuant to SEBI (Share Based Employee Benefits) Regulations 2014 read with the Circular regarding Requirements specified under the SEBI (Share Based Employee Benefits) Regulations, 2014 and the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 issued by the Securities and Exchange Board of India (“SEBI”) (including any statutory amendment, modification or re-enactment to the Act, for the time being in force in all regulations) on recommendation of Nomination and Remuneration Committee for the purpose of formulation, administration and superintendence of proposed “R S Software Employee Stock Option Plan-2019” (hereinafter termed as “ESOP Scheme 2019” or “ESOP Plan 2019”) with the consent of Board of Directors to create, offer, issue and allot in one or more tranches under the said “Employee Stock Option Plan” at any time to or for the benefit of the present and / or future permanent employees of all the Subsidiary Companies of the Company working in India or abroad and / or directors (including whole-time directors but excluding non-executive independent directors) of the Subsidiary Companies in India or aboard and any other individuals as allowed under applicable rules, regulations, guidelines and laws (hereinafter referred to as “employees” or “said employees”) for such number of stock options /equity shares which could give rise to the issue of equity shares (hereinafter collectively referred to as “Securities”) of the Company, not exceeding the same overall ceiling of 20,00,000 (Twenty Lakhs) options in aggregate, as mentioned in the resolution passed for approval of R S Software Employee Stock Option Plan-2019 of the Company, at such price and on such terms and conditions as may be fixed or determined by the Board of Directors in accordance with the Guidelines or other applicable provisions of any law as may be prevailing at that time be and is hereby approved as per the salient features mentioned in the explanatory statement annexed herewith.

RESOLVED FURTHER THAT the said Securities may be granted/ allotted directly to such employees/directors of the company and its Subsidiaries in accordance with the ESOP Scheme 2019.

RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed from time to time under the ESOP Guidelines.

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonus issue, buy-back of shares, split or consolidation of shares etc. of the Company, the number of above mentioned options shall be appropriately adjusted.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing of the Securities allotted upon exercise under the ESOP Scheme 2019, on the Stock Exchanges where the Company’s shares are listed as per terms and conditions of the agreement entered into with Stock Exchange erstwhile the Listing Agreement and SEBI Listing Regulations, 2015 and other applicable guidelines, rules and regulations.

RESOLVED FURTHER THAT the new Equity Shares to be issued and allotted by the Company in the manner aforesaid shall rank paripassu in all respects with the then existing Equity Shares of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorized on behalf of the Company, to make and carry out any modifications, changes, variations, alterations or revisions in the terms and conditions of the ESOP Scheme or to the terms of Options granted and/or vested but not exercised, including modifications or changes to the quantum and price of such Options, from time to time, which are not detrimental to the interests of the Employees and the Company and are in accordance with applicable laws and regulations prevailing from time to time, as it may deem fit, necessary or desirable, without requiring the Board to secure any further consent(s) or approval(s) of the Members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this Resolution;

RESOLVED FURTHER THAT for the purpose of bringing into effect and implementing the ESOP Scheme and generally for giving effect to this resolution, the Board be and is hereby authorized, on behalf of the Company, to do all such acts, deeds, matters and things as it may in its absolute discretion deem fit, necessary or desirable for such purpose and with power to settle any issues, questions, difficulties or doubts that may arise in this regard;

By Order of the Board of Directors For R S Software (India) Limited

Registered Office: sd/-

234/3A, A.J.C. Bose Road Vijendra Surana Kolkata – 700 020 CFO & Company Secretary 30 April, 2019 (Membership No. 11559)

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY / PROXIES TO ATTEND AND, TO VOTE ON A POLL INSTEAD OF HIMSELF / HERSELF AND SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY.
A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN AGGREGATE NOT MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY. A MEMBER HOLDING MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON CANNOT ACT AS A PROXY FOR ANY OTHER MEMBER OR SHAREHOLDER.
THE INSTRUMENT APPOINTING THE PROXY, IN ORDER TO BE VALID AND EFFECTIVE SHOULD BE DULY STAMPED, COMPLETED, SIGNED AND DELIVERED AT THE REGISTERED/ CORPORATE OFFICE OF THE COMPANY NOT LATER THAN FORTY-EIGHT HOURS (48 HOURS) BEFORE THE COMMENCEMENT OF THE MEETING. THE PROXY FORM IS ATTACHED HEREWITH. PROXIES SUBMITTED ON BEHALF OF LIMITED COMPANIES, SOCIETIES ETC. MUST BE SUPPORTED BY APPROPRIATE RESOLUTION OR AUTHORITY AS APPLICABLE.
Corporate members intending to send their authorized representatives to attend the meeting are requested to send to the Company pursuant to the provision of Section 113 of the Companies Act, 2013, a duly certified copy of the Board Resolution/ Power of Attorney authorizing their representative(s) to attend and vote on their behalf at the meeting.
In case of joint holders attending the meeting, only such joint holders who are higher in the order of names will be entitled to vote.
Members/proxies/authorized representatives are requested to bring the duly filled Attendance Slip enclosed herewith to attend the meeting.
Members are requested to note that the Company’s equity shares are under compulsory demat trading for all investors, subject to the provisions of SEBI Circular No.21/99 dated 8 July, 1999. Members are, therefore, requested to dematerialize their shareholding to avoid inconvenience in future.
The Register of Members and Transfer Books of the Company will remain closed from Saturday, 20 July, 2019 to Friday, 26 July, 2019 (both days inclusive) for the purpose of Annual General Meeting for Financial Year 2018-19.
Members who have not yet encashed their dividend warrant(s) issued by the Company since the Financial Year ended 201112 are requested to claim the amount of dividend from the Company or its Registrars and Share Transfer Agent immediately along with relevant Folio No. or DP ID and Client ID, for issuance of duplicate / revalidated dividend warrant(s).
Members holding shares in physical form are requested to immediately notify change in their addresses, if any, to the Registrar and Transfer Agent of the Company, quoting their Folio Number (s) with a self-attested copy of address proof, i.e. Voter Identity Card, Electric / Telephone (BSNL) Bill or Driving License or Passport before 19 July, 2019.

In terms of Circular No. CIR/MRD/DP/10/2013 dated 21 March, 2013 of Securities and Exchange Board of India for making cash payments to the investors Companies shall mandatorily print the bank account details of the investors on such payment instruments. Therefore the Members holding shares in physical form are requested to send to the Registrar and Transfer Agent of the Company, before 19 July, 2019 the Bank Mandate (providing details of name and address of banker, branch, PIN code and particulars of the bank account) or changes therein, if not provided earlier, under the signature of the Sole /First holder quoting their Folio Numbers. This information will be printed on the dividend warrants. Members may also avail of the Electronic Clearing Services (ECS) mandate facility provided by the Company.

Members who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.
Members holding shares in dematerialized mode are requested to intimate the changes pertaining to their bank account details, NECS mandates, email addresses, nominations, change of addresses, change of names etc. if any, to their Depository Participant (DP) only before 19 July, 2019. Any such changes effected by the DPs will automatically reflect in the Company’s subsequent records.
Members desirous of getting any information about the Accounts and/or operations of the Company are requested to write to the Company at least ten days before the date of the Meeting to enable the Company to keep the information ready at the Meeting.
All the documents referred to in the Notice will be available for inspection by the Members at the Registered / Corporate Office of the Company between 10.30 a.m. and 12.30 p.m. on

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all working days from the date hereof up-to the date of the Meeting and shall also be available at the Meeting.

Shareholders holding shares in demat mode and desirous of receiving the Annual Report in physical form may visit the web page www.cbmsl.com/green.php to exercise their option. Likewise shareholders holding shares in physical mode are requested to visit the aforesaid web page to register their e-mail id and exercise their option accordingly.
The Ministry of Corporate Affairs (MCA), Government of India, has by its Circular Nos. 17 / 2011 and 18 / 2011, dated 21 April, 2011 and 29 April, 2011 respectively, permitted companies to send official documents to the shareholders electronically as a part of its green initiatives in corporate governance. Recognizing the spirit of the circular issued by MCA, the documents like the Notice convening the General Meetings, Financial Statements, Directors’ Report, and Auditor’s Report etc. will be sent to the e-mail addresses as provided by the shareholders with their depositories.
Section 20 of the Companies Act, 2013 permits service of documents on Members by the Company through electronic mode. In accordance with Companies Act, 2013 read with Rules framed thereunder, the Annual Report 2018-19 is being sent through electronic mode to those members whose e-mail addresses are registered with the Company/ Depository participant(s), unless any member has requested for a physical copy of the Report. For members who have not registered their e-mail addresses, physical copies of the Annual Report 201819 are being sent by the permitted mode. The Annual Report of the Company circulated to the Members of the Company, will also be made available on the Company’s website at www.rssoftware.com.
Members holding shares in single name and in physical form are advised to make nomination in respect of their shareholding in the Company.
The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in Securities market. Members holding shares in physical form can submit their PAN details to the Company / Registrars and Share Transfer Agents.
In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, securities of listed companies can only be transferred in dematerialised form with effect from 1 April, 2019. In view of the above, members are advised to dematerialise shares held by them in physical form.
In accordance with Regulation 36 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a brief profile of the Directors seeking appointment and / or re-appointment is provided in the Notes annexed hereto.

21. E-voting:

i) In compliance with the provisions of Section 108 of the Companies Act, 2013 and the relevant rules of the Companies (Management and Administration) amended Rules, 2015 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company is pleased to provide the Members facility of voting by electronic means in respect of business to be transacted at the 31st Annual General Meeting (AGM) which includes remote e-voting (i.e. voting electronically from a place other than the venue of the general meeting) by using the electronic voting facility provided by Central Depository Services Limited (CDSL). The facility for voting through Ballot (Polling) paper shall be made available at the AGM and Members attending the meeting who have not cast their vote by remote e-voting shall be eligible to exercise their right to vote at the meeting through Polling Paper.
ii) Persons who have acquired shares and became Members after the dispatch of the Notice of the AGM but before the ‘Cut-off Date’ of Friday, 19 July, 2019 may obtain their user ID and Password for e-voting and Company’s Registrars & Transfer Agent, C.B. Management Services (P) Ltd, P-22, Bondel Road, Kolkata 700 019 (Ph. No. 033 – 22806692/4011 6700/22823643/22870263 Fax No. 91 – 033 – 4011 6739).
iii) The e-voting period commences on Tuesday, 23 July, 2019 at 9.00 a.m. and ends on Thursday, 25 July, 2019 at 5.00 p.m.

The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the shareholder, he/she shall not be allowed to change it subsequently.

The instructions for shareholders voting electronically are as under:
(i) The voting period begins on Tuesday, 23 July, 2019 at 9.00 a.m. and ends on Thursday, 25 July, 2019 at 5.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 19 July, 2019 may cast their vote

electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already cast their votes through electronic mode during the schedule voting period prior to the date of the meeting would not be entitled to vote at the meeting venue.
(iii) The shareholders should log on to the e-voting website www.evotingindia.com.
(iv) Click on Shareholders.
(v) Now Enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
(vi) Next enter the Image Verification as displayed and Click on Login.
(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)
Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number
In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then

Dividend Enter the Dividend Bank Details or Date of Birth (in Bank dd/mm/yyyy format) as recorded in your demat Details account or in the company records in order to OR Date login.

of Birth

If both the details are not recorded with the
(DOB) depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).
(ix) After entering these details appropriately, click on “SUBMIT” tab.
(x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(xii) Click on the EVSN for the relevant on which you choose to vote.
(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

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(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xix) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.
(xx) Note for Non – Individual Shareholders and Custodians
- Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
- A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
- After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
- The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
- A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@ cdslindia.com.
The e-voting period commences on 23 July, 2019 (9:00 a.m.) and ends on 25 July, 2019 (5:00 p.m.). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form may cast their vote electronically.
The voting rights of shareholders shall be in proportion to their shares in the paid up equity share capital of the Company as on the cut-off date of 19 July, 2019.
Shri Mohan Ram Goenka, Practicing Company Secretary (Membership No. F4515) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
The Scrutinizer shall, immediately after conclusion of voting at the AGM, first count the votes cast at the Meeting, thereafter unblock the votes cast through e-voting in the presence of at least two witnesses not in employment of the Company and make, not later than three days of conclusion of the Meeting, a consolidated Scrutinizer’s Report of the total votes cast in favor or against, if any, forthwith to the CFO & Company Secretary of the Company.
The Results shall be declared within 3 (three) days of conclusion of the ANNUAL GENERAL MEETING of the Company. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.rssoftware.com and on the website of CDSL immediately after the result is declared by the CFO & Company Secretary and communicate to the Stock Exchanges.
The Chairman shall at the Annual General Meeting, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of the Scrutinizer by use of physical Ballot Paper / Polling Paper for all those members who have not cast their votes earlier either by e-voting.
The Scrutinizer’s decision on the validity of the Ballot Paper / Polling Paper form will be final.

By Order of the Board of Directors For R S Software (India) Limited

Registered Office: sd/-
234/3A, A.J.C. Bose Road
Vijendra Surana
Kolkata – 700 020
CFO & Company Secretary
30 April, 2019 (Membership No. 11559)

Annexure to the Notice Statement pursuant to section 102 (1) of the Companies Act, 2013 in respect of items of Special Business set out in the Notice convening the Thirty First Annual General Meeting of the Company to be held on 26 July, 2019.

c) Identification of classes of employees entitled to participate in the ESOP Scheme (2019):

Item No. 4:

Stock options are an effective instrument to align interests of employees with those of the Company and provide an opportunity to employees to participate in the growth of the Company, besides creating long term wealth in their hands. This also helps the Company to attract, retain and motivate the best available talent in a competitive environment. The Board of Directors of the Company therefore wants to get the ESOP Scheme 2019 approved by the shareholders for a period of 3 years from 1 April, 2019.

The process for determining the eligibility of the employees will be specified by Nomination and Remuneration Committee and will be based on designation, period of service, band, performance linked parameters such as work performance and such other criteria as may be determined by the Nomination and Remuneration Committee at its sole discretion, from time to time.

Present and future, permanent employees and directors (whether whole time director or not but excluding independent directors) of the Company and its Subsidiary Companies located either in India or in abroad shall be eligible to participate in the ESOP Scheme 2019. The promoter, the person belonging to the promoter group or director, who either himself or through his relative or through anybody corporate, directly or indirectly, holds more than ten percent of the outstanding equity shares of the Company, shall not be eligible to participate in the ESOP Scheme 2019.

The Company can grant new stock options as per the provisions contained in the SEBI (Share Based Employee Benefits) Regulations 2014 (including any statutory amendment, modification or reenactment to the Act, for the time being in force). The Board, therefore, proposes to introduce, formulate and create the modified Employee Stock Option Scheme 2019 (ESOP Scheme 2019). Grant of stock options under ESOP Scheme 2019 shall be as per the terms and conditions as may be decided by Nomination and Remuneration Committee for the purpose of formulation, administration and superintendence of proposed “R S Software Employee Stock Option Plan-2019” (hereinafter termed as “ESOP Scheme 2019” or “ESOP Plan 2019”) from time to time in accordance with the Applicable Laws. The salient features of the ESOP Scheme 2019 are as under:-

d) Requirements of Vesting and period of Vesting:
The options granted shall vest so long as an employee continues to be in the employment of the Company or Subsidiary company, as applicable. The Board may, at its discretion, lay down certain performance metrics on the achievement of which such options would vest, the detailed terms and conditions relating to such vesting, and the proportion in which options granted would vest subject to the minimum vesting period of 1 (one) year. The vesting dates in respect of the options granted under ESOP may vary from employee to employee or any class thereof and/or in respect of the number or percentage of options granted to an employee. Options shall vest essentially based on continuation of the employment of the Employee. Provided however, the Board may prescribe parameters for achievement of any performance condition(s) for vesting. The vesting may occur in tranches or otherwise.

Particulars of ESOP Scheme as per Regulation 6 (2) of SEBI (Share Based Employee Benefits) Regulations 2014

a) Brief description of the Scheme(s):
ESOP is intended to reward the eligible employees of the Company, for their performance and to motivate them to contribute to the growth and profitability of the Company. The Company also intends to use this scheme to retain talent in the organization as it views options as instruments that would enable the employees to share the value they create for the Company and align individual objectives of employees with the objectives of the Company in the years to come.
b) Total number of options to be granted:
A total of 20,00,000 (Twenty Lac) Options would be available for grant to the eligible employees under the scheme. Number of options shall be adjusted due to any corporate action(s) such as rights issue, bonus issue, buy-back of shares, split or consolidation of shares etc. of the Company. Each option when exercised would give the option holder a right to get one fully paid equity share of the Company. Further, the options, which will lapse, expire or be forfeited, will be available for further grant to the eligible employees.
e) Maximum period within which the options shall be vested:
The Employee Stock Options granted under ESOS shall vest in a minimum period of one year and a staggered vesting period of four years from the date of grant of the options. 25% of the options granted to an employee will become vested after each year.

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RS Software (India) Limited[|] 75

f) Exercise Price or pricing formula:

Exercise price will be equal to the market price of RS shares every year on the date of Grant. Or alternately a price recommended by the evaluation committee, and approved thereafter by the compensation committee. For the purpose of this clause the market price will be determined as per the SEBI (Share Based Employee Benefits) Regulations 2014 and relevant circulars and Guidelines.

g) Exercise Period and process of exercise:
The exercise period will be commenced from the date as to be declared by the HR Department of the Company after vesting of such options each year and there will be a minimum vesting period of one year from the date of grant of such options.
h) Appraisal process for determining the eligibility of employees: The appraisal process for determining the eligibility of the employees will be decided by the Board from time to time.
i) Maximum No. of Options to be granted per employee :
The maximum number of options that may be granted in any Financial Year to any specific Employee under the ESOP shall not be equal to or exceed 1% of the total issued capital of the company at the time of grant.
j) Maximum Quantum of benefits to be provided per employee The Maximum quantum of benefits underlying the options issued to an eligible employee shall depend upon the Market Price of the shares as on the date of sale of shares arising out of Exercise of options.
k) Route of Scheme implementation
The Scheme would be implemented through the Company.
l) Source of Shares
The Scheme involves new issue of shares by the Company only.
m) The amount of loan to be provided for implementation of the scheme(s) by the company to the trust, its tenure, utilization, repayment terms, etc.; - Not applicable
n) Maximum percentage of secondary acquisition (subject to limits specified under the regulations) that can be made by the trust for the purposes of the scheme(s); - Not applicable
o) Method of Valuation:

the ESOP Regulations and other Applicable Laws from time to time. The Nomination and Remuneration Committee shall have all the powers to take necessary decisions for effective implementation of the ESOP Scheme (2019). In terms of the provisions of the ESOP Regulations, ESOP Scheme (2019) is required to be approved by the members by passing of special resolution.

q) In case the company opts for expensing of share based employee benefits using the intrinsic value, the difference between the employee compensation cost so computed and the employee compensation cost that should have been recognized if it had used the fair value, and the impact of this difference on the profits and EPS of the company and these should also be disclosed in the directors report

ESOP Regulations also require separate approval of members by way of Special Resolution to grant stock options to the employees of holding and/or Subsidiary Companies. Accordingly, a separate resolution under Item No. 4 is proposed to extend the benefits of ESOP Scheme (2019) to the employees of the Company and Subsidiary Companies as may be decided by the Nomination and Remuneration Committee from time to time under Applicable Laws.

A copy of the draft ESOP Scheme will be available for inspection on all working days (Monday to Friday) between 11.00 a.m. and 1.00 p.m. at the Registered office of the Company.

None of the Directors or Key Managerial Personnel of the Company including their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution(s) except to the extent of the stock options that may be granted to them under ESOP Scheme 2019.

The Board recommends passing of the resolution(s) as set out under Item No. 4 for approval of the members as a Special Resolution.

By Order of the Board of Directors For R S Software (India) Limited

DETAILS OF DIRECTORS

DETAILS OF DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT IN THE THIRTY FIRST ANNUAL GENERAL MEETING

(Pursuant to Regulation 36 (3) of Listing Regulations, 2015 & Secretarial Standard-2)

Name	Mrs. Sarita Jain
Date of Birth	7 September, 1957
Date of appointment	21 January, 1988.
Qualifcation and Expertise in specifc functional areas	Mrs. Sarita Jain has been a Director on the R. S. Software Board since the Company’s inception in 1988. In addition to possessing exemplary administrative, communication and organizational skills, Mrs. Jain holds a master’s degree in English literature from Delhi University. She has an associate degree in Mass Communication also.
The Remuneration last drawn by Mrs. Sarita Jain, if applicable	NA (as she is entitled to sitting fees)
Details of Remuneration sought to bepaid	NA (as she is entitled to sittingfees)
List of Other Public Companies in which Directorshipheld (excludingforeign Companies)	None
List of other listed entities in which Directorship held	None
Chairman/Member of the Committees of the Board of Directors in other Listed Companies	None
Chairman/Member of the Committees of Board of Directors of the other public companies in which she is a Director(excludingforeign Companies)	None
Shareholdings in the Company	366544 EquityShares.
Relationshipwith other Directors	Mrs. Sarita Jain is spouse of Mr. Rajnit Rai Jain (Chairman & ManagingDirector)
The number of Meetings of the Board attended duringtheyear	Mrs. Sarita Jain attended 4 Board Meetings out of total 5 Board Meetings held during theyear.

By Order of the Board of Directors For R S Software (India) Limited

Registered Office:

Registered Office: sd/234/3A, A.J.C. Bose Road Vijendra Surana Kolkata – 700 020 CFO & Company Secretary Dated: 30 April, 2019 (Membership No. 11559)

To calculate the employee compensation cost, the Company shall use the Intrinsic Value method for valuation of the options granted.
p) Accounting and Disclosure Policies:

The Company shall comply with the disclosures, the accounting policies and other requirements as may be prescribed under

Registered Office: sd/234/3A, A.J.C. Bose Road Vijendra Surana Kolkata – 700 020 CFO & Company Secretary 30 April, 2019 (Membership No. 11559)

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Directors’ Report

Dear Members,

Your Directors have immense pleasure in presenting the Thirty First Annual Report together with the Audited Statement of Accounts, highlighting the business operations and financial results for the Financial Year ended 31 March, 2019.

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)

, p py pp		(Rupees in Lacs)
Particulars	As at 31 March, 2019	As at 31 March, 2018
Total Revenue	6681.50	6,595.52
Proft before Finance Charges,Tax,Depreciation/Amortization(PBITDA)	(2730.16)	(3486.5)
Less : Finance Charges	28.32	3.75
Proft before Depreciation/Amortization(PBTDA)	(2758.48)	(3490.25)
Less : Depreciation	221.03	208.84
Proft before Taxation(PBT)	(2979.51)	(3,699.09)
Provision for taxation	(591.96)	(1,126.03)
Proft/(Loss) after Taxation (PAT)	(2391.61)	(2585.87)

On the basis of Consolidated Financial Statements, the performance of the Company appears as follows:

(Rupees in Lacs)

, p py pp		(Rupees in Lacs)
Particulars	As at 31 March,2019	As at 31 March,2018
Total Revenue	7183.41	7,197.96
Proft before Finance charges,Tax,Depreciation/Amortization(PBITDA)	(2997.04)	(3597.47)
Less : Finance Charges	28.32	3.75
Proft before Depreciation/Amortization(PBTDA)	(3025.36)	(3601.22)
Less : Depreciation	330.15	224.15
Proft before Taxation(PBT)	(3355.51)	(3,825.37)
Provision for taxation	(639.10)	(1,181.70)
Proft/(Loss) after Taxation (PAT)	(2720.48)	(2656.47)

On a consolidated basis, the Company’s profit/ (loss) after tax stood at H (2720.48) Lacs in the financial year 2018-19, vis-àvis H (2656.47) Lacs in the previous year. The net revenue at is H 7183.41Lacs is down from the previous year’s revenue of H 7,197.96Lacs.

2. STATE OF COMPANY’S AFFAIRS

Your company is undergoing a transitional Strategy wherein the company is making a strategic shift in its business focus while reducing client concentration, your company is focusing on building platforms, products and frameworks. The Company has focused exclusively on providing software solution to electronic payment. The company is engaged in development, testing and maintenances of software for their clients.

The Company’s PAT margin in 2018-19 has been (37.87 %) as compared to (36.91 %) in 2017-18. The reason for change in margin is attributable to the strategic shift made by the Company as a) increase in offshore business, b) improved gross margin in domestic business, c) decrease in non-billable cost,

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On a standalone basis, the Company’s profit/(loss) after tax stood at H (2,391.61) Lacs in the financial year 2018-19, vis-à-vis H (2585.87) Lacs in the previous year. The net revenue at is H 6,681.50 Lacs is up from the previous year’s revenue of H 6,595.52Lacs.

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The total capital employed decreased from H 18,900 Lacs in 2017-18 to H 16,293 Lacs in 2018-19 largely due to business loss & improved trade receivables.

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As the economy is preparing for a cardless and cashless economy R S Software sees a huge opportunity in this transformation of Global Economy. R S Software has contributed to the development of UPI which is the core of cashless economy in India.

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.

3. TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to the General Reserves.

4. CHANGES IN SHARE CAPITAL

The Company’s paid up equity share capital remained at H 12, 85, 41,590 (Rupees Twelve Crore Eighty Five Lacs Forty One Thousand Five Hundred Ninety only) comprising of 2, 57, 08,318 equity shares of H 5/- each.

There was no change in the Company’s paid up share capital during the year under review.

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 recommended any dividend for the Financial Year ended 2018-19.

7. DETAILS OF BOARD MEETING

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

which are given below:
Date of the meeting	No. of Directors attended the meeting
19.04.2018	4
26.07.2018	4
09.10.2018	4
22.01.2019	4
29.01.2019	2

The maximum time gap between any two consecutive meetings did not exceed 120 (One Hundred Twenty) days.

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:-

Committees of the Board of Directors are as under:-	Committees of the Board of Directors are as under:-	Committees of the Board of Directors are as under:-	Committees of the Board of Directors are as under:-
a. Audit Committee
Sl. No.	Name	DIN	Category
1.	Mr. Shital Kumar Jain (Chairman)	00047474	Non –Executive & Independent Director
2.	Mr. Rajnit Rai Jain	00122942	Executive Director
3.	Mr. Rajasekar Ramaraj	00090279	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 has been provided in the Corporate Governance Report forming part of this Report. During the Financial Year, the Committee had met four times as on 19 April, 2018, 26 July, 2018, 09 October, 2018 and 22 January, 2019.

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 releases 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. 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.

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b. Nomination & Remuneration Committee Sl. No. Name DIN Category 1. Mr. Rajasekar Ramaraj(Chairman) 00090279 Non –Executive & Independent Director 2. Mr. Rajnit Rai Jain 00122942 Executive Director 3. Mr. Shital Kumar Jain 00047474 Non- Executive & Independent Director 4. Mr. Richard Nicholas Launder 03375772 Non-Executive & Independent Director The Board of Directors of your Company has constituted a Nomination and Remuneration Committee in accordance with the During the fnancial year, the Committee met on 22 January, 2018. e. Executive committee Sl. No. Name 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	b. Nomination & Remuneration Committee Sl. No. Name DIN Category 1. Mr. Rajasekar Ramaraj(Chairman) 00090279 Non –Executive & Independent Director 2. Mr. Rajnit Rai Jain 00122942 Executive Director 3. Mr. Shital Kumar Jain 00047474 Non- Executive & Independent Director 4. Mr. Richard Nicholas Launder 03375772 Non-Executive & Independent Director The Board of Directors of your Company has constituted a Nomination and Remuneration Committee in accordance with the During the fnancial year, the Committee met on 22 January, 2018. e. Executive committee Sl. No. Name 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	b. Nomination & Remuneration Committee Sl. No. Name DIN Category 1. Mr. Rajasekar Ramaraj(Chairman) 00090279 Non –Executive & Independent Director 2. Mr. Rajnit Rai Jain 00122942 Executive Director 3. Mr. Shital Kumar Jain 00047474 Non- Executive & Independent Director 4. Mr. Richard Nicholas Launder 03375772 Non-Executive & Independent Director The Board of Directors of your Company has constituted a Nomination and Remuneration Committee in accordance with the During the fnancial year, the Committee met on 22 January, 2018. e. Executive committee Sl. No. Name 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	b. Nomination & Remuneration Committee Sl. No. Name DIN Category 1. Mr. Rajasekar Ramaraj(Chairman) 00090279 Non –Executive & Independent Director 2. Mr. Rajnit Rai Jain 00122942 Executive Director 3. Mr. Shital Kumar Jain 00047474 Non- Executive & Independent Director 4. Mr. Richard Nicholas Launder 03375772 Non-Executive & Independent Director The Board of Directors of your Company has constituted a Nomination and Remuneration Committee in accordance with the During the fnancial year, the Committee met on 22 January, 2018. e. Executive committee Sl. No. Name 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
Sl. No.	Name	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

The Board of Directors of your Company has constituted a Nomination and Remuneration Committee in 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 been provided in the Corporate Governance Report forming part of this Report. During the financial year, the Committee met three times as on 18 April, 2018, 27 July, 2018 and 09 October, 2018. The Committee has formulated the Nomination and Remuneration Policy which broadly laid down the various principles of remuneration being support for strategic objectives, transparency, internal & external equity, flexibility, performance driven remuneration, affordability and sustainability and covers the procedure for selection, appointment and compensation structure of Board members, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company. The said Policy is available on your Company’s website www.rssoftware.com.

During the financial year, the Committee met four times as on 18 April, 2018, 26 July, 2018, 09 October, 2018 and 21 January, 2019.

9. EMPLOYEE STOCK OPTION SCHEME

ESOP Scheme 2016

Your company believes in employees’ participation in management and considers ESOP Scheme as an empowerment tool. Company’s Stock Option Plans are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (“Employee Benefits Regulations”) and there have been no material changes to the Company’s existing Stock Option Plan during the financial year 2016. The earlier ESOP was approved by the Shareholders in the Annual General Meeting held on 21 July, 2016 for the period of 3 years from 1 April 2016. The Nomination and Remuneration Committee of the Company on 09.10.2018 recommended for 2,50,000 ESOP Options to one of the Senior Management employee of the Company and subsequently the Board of Directors of the Company on 29.01.2019 granted 2,50,000 ESOP Options to that employee. None of the employees were awarded any options under the Company’s Employees Stock Option Scheme 2016.

c. Stakeholders Relationship Committee

Sl. No.	Name	DIN	Category
1.	Mr. Shital Kumar Jain (Chairman)	00047474	Non –Executive & Independent Director
2.	Mr. Rajnit Rai Jain	00122942	Executive Director

The terms of reference of the Committee has been provided in the Corporate Governance Report forming part of this Report. During the financial year, the Committee met four times as on 18 April, 2018, 26 July, 2018, 09 October, 2018 and 21 January, 2019 .

ESOP Scheme 2019

Your Directors have recommended a new Employees Stock Option Scheme effective from 1 April, 2019 for a further period of 3 years subject to approval of the shareholders. The Nomination and Remuneration Committee also designated as ESOP Compensation Committee, is empowered to formulate detailed terms and conditions of the ESOP Scheme 2019, administer and supervise the same. The specific employees to whom the Options would be granted and their eligibility criteria would be determined by the Nomination and Remuneration Committee at its sole discretion. Further, the Nomination and Remuneration Committee is empowered to determine the eligible Subsidiary Companies, whether existing or future, whose employees will be entitled to stock options under this Scheme.

d. Corporate Social Responsibility Committee

Sl. No.	Name	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

The aforementioned scheme is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014

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 www. rssoftware.com.

11. PROVISION OF MONEY BY THE COMPANY FOR PURCHASE OF ITS OWN SHARES FOR THE BENEFIT OF

EMPLOYEES

The Company has a Trust named R S Software Employees Welfare Trust which is also holding 1148640 shares of the Company being purchased a couple of years back from the Secondary Market and no such provisions were required to be maintained as the shares are not sold out yet.

12. 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.

13. 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.

14. 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.

15. 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.

16. INTERNAL CONTROL SYSTEMS

Your Company has an 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.

17. 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 of a company’s subsidiaries, is given in AOC-I which forms a part of this Annual Report.

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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.

During the year no new subsidiary was formed or ceased. Further, the Company has no Joint Venture and Associate during the financial year ended 31 March, 2019.

18. 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 www.rsssoftware.com 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. Members interested in obtaining a copy of audited annual accounts of each of the Subsidiary Companies may write to the Company Secretary at your Company’s Registered Office.

19. 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.

20. AUDITORS

Statutory Auditors

M/s. Deoki Bijay & Co., Chartered Accountants (Registration No. 313105E), the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting, and have confirmed their eligibility and willingness to accept the office of Auditors, if re-appointed. The Company has also received a confirmation that their appointment, if made will be within the limit as prescribed under Section 139 of the Companies Act, 2013 and the rules therein.

Their reappointment for a further term is recommended by the Audit Committee and the Board of Directors at such remuneration as mutually decided. The Members are requested to confirm the reappointment of M/s. Deoki Bijay & Co., Chartered Accountants as the Statutory Auditors from the conclusion of this Annual General

Meeting till the conclusion of next Annual General Meeting of the Company. The same has approved by the Audit Committee and the Board of Directors in their convened meetings as well.

The Statutory Auditor Deoki Bijay & Co. has submitted an unqualified Audit Reports for the financial year 2018-19 and no frauds were detected by the Auditor during the financial year.

21. 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, and Regulation 24A of SEBI Listing Regulations, 2015, the Company has appointed M/s. M R & Associates, a firm of Company Secretaries in Practice to conduct the said Audit of the Company. The Secretarial Auditor has submitted an un-qualified Secretarial Audit Report and Secretarial Compliance Report for the financial year 2018-19. The Secretarial Audit Report and Secretarial Compliance Report are annexed herewith as “Annexure B” and “Annexure C” and form part of this Annual Report.

22. COST AUDIT

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

23. EXTRACT OF THE ANNUAL RETURN

An extract of Annual Return as on the financial year ended on 31 March, 2019 in Form MGT-9 as required under section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management & Administration) rules 2014, is set out as “Annexure D” and forms a part of this Annual Report.

24. 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 initial segment of the Annual Report.

25. 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 E”.

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.

26. 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 www.rssoftware.com. However, due to loss in the last two years the company is not required to spend money for CSR activity. The Report on CSR Activities/ Initiatives along with other relevant disclosures are annexed to this report as “Annexure F”.

27. 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 G” .

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Sarita Jain, a Non-Executive & Non-Independent Director of the company who is liable to retire by rotation and offers herself for reappointment, based on the recommendation of Nomination and Remuneration Committee, subject to the approval of the members at the ensuing Annual General Meeting.

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.

Your Company has received declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 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. All the declarations were placed before the Board.

There has been no change in the Director(s) and Key Managerial Personnel(s) during the financial year 2018-19. The following directors/executives of your Company are whole-time Key Managerial Personnel (KMPs) as on 31 March, 2019 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.

29. 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 www.rssoftware.com.

30. 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 31 March, 2019 and form a part of this Annual Report.

31. 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 www.rssoftware.com and a link to the said policy has been provided elsewhere in this Annual Report.

32. ANNUAL EVALUATION OF BOARD’S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and SEBI

82[|] Annual Report 2018-2019

RS Software (India) Limited[|] 83

(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.

33. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company, during the period (the Trading Window is closed). The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

34. CORPORATE GOVERNANCE

The Corporate Governance which form an integral part of this Report as “Annexure H”, 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.

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 31 March, 2019, 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 the company at the end of the financial year and of the profit and loss of the company for that period;
(iii) They have taken 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 31 March, 2019 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. 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 band 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.

For and on behalf of the Board of Directors

Registered Office:

234/3A, A.J.C. Bose Road Sd/Kolkata – 700 020 Ranjit Rai Jain Dated: 30 April, 2019 Chairman and Managing Director Place: Kolkata (DIN : 00122942)

ANNEX1URE ‘A’ Form AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of Subsidiaries or Associates or Joint Ventures

PART “A”: SUBSIDIARIES

INFORMATION IN RESPECT OF RESPONSIVE SOLUTIONS, INC.TO BE PRESENTED WITH AMOUNTS IN US$

1.	Sl. No.:	1.
2.	Name of the subsidiary:	Responsive Solutions, INC.
3.	The date since when subsidiarywas acquired:	22.08.2003
4.	Reporting period for the subsidiaryconcerned:	1 April, 2018 to 31 March, 2019
5.	Reporting currency and Exchange rate as on the last date of the relevant fnancialyear in the case of foreign subsidiaries:	US Dollar atH69.17
6.	Share capital:	US$ 500,000
7.	Reserves & surplus:	US$ 826,703
8.	Total assets:	US$ 1,326,703
9.	Total Liabilities:	US$ 1,326,703
10.	Investments:	0
11.	Turnover:	US$ 606,157
12.	Proft before taxation:	US$ 140,378
13.	Provision for taxation:	US$ 60,923
14.	Proft after taxation:	US$ 7 9,455
15.	Proposed Dividend:	0
16.	Extent of shareholding:	100%

INFORMATION IN RESPECT OF R S SOFTWARE (ASIA) PTE. LTD. TO BE PRESENTED WITH AMOUNTS SINGAPORE DOLLAR	INFORMATION IN RESPECT OF R S SOFTWARE (ASIA) PTE. LTD. TO BE PRESENTED WITH AMOUNTS SINGAPORE DOLLAR	INFORMATION IN RESPECT OF R S SOFTWARE (ASIA) PTE. LTD. TO BE PRESENTED WITH AMOUNTS SINGAPORE DOLLAR
1.	Sl. No.:	2
2.	Name of the subsidiary:	R S Software (Asia) Pte. Limited
3.	The date since when subsidiarywas acquired:	13 April, 2009
4.	Reporting period for the subsidiaryconcerned:	1 April, 2018 to 31 March, 2019.
5.	Reporting currency and Exchange rate as on the last date of the relevant Financialyear in the case of foreign subsidiaries:	Singapore Dollar atH51.13
6.	Share capital:	SGD 25,000
7.	Reserves and surplus:	SGD 2,030,421
8.	Total assets:	SGD 2,059,084
9.	Total Liabilities:	SGD 2,059,084
10.	Investments:	Nil
11.	Turnover:	SGD 2 3,046
12.	Proft before taxation:	SGD (5,140)
13.	Provision for taxation:	SGD Nil
14.	Proft after taxation:	SGD (5,140)
15.	Proposed Dividend:	0
16.	Extent of shareholding(inpercentage):	100%

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RS Software (India) Limited[|] 85

ANNEXURE ‘B’

Form No. MR - 3

INFORMATION IN RESPECT OF RESPONSIVE SOLUTIONS, INC.TO BE PRESENTED WITH AMOUNTS IN US DOLLAR

1.	Sl. No.:	3
2.	Name of the subsidiary:	Paypermint Private Limited
3.	The date since when subsidiarywas acquired:	24 August, 2016
4.	Reporting period for the subsidiaryconcerned:	1 April, 2018 to 31 March, 2019
5.	Reporting currency and Exchange rate as on the last date of the relevant Financialyear in the case of foreign subsidiaries:	Not Applicable
6.	Share capital:	H960 lacs
7.	Reserves and surplus:	H693.74 lacs
8.	Total assets:	H1,728.48 lacs
9.	Total Liabilities:	H1,728.48 lacs
10.	Investments:	H764.74 lacs
11.	Turnover:	H4.12 lacs
12.	Proft before taxation:	H(570.79) lacs
13.	Provision for taxation:	H(89.28) lacs
14.	Proft after taxation:	H(481.51) lacs
15.	Proposed Dividend:	0
16.	Extent of shareholding(inpercentage):	79.17%

Notes:

The following information shall be furnished at the end of the statement:

Names of subsidiaries which are yet to commence operations – Not Applicable
Names of subsidiaries which have been liquidated or sold during the year. –Not Applicable

PART “B”: ASSOCIATES AND JOINT VENTURES

The Company does not have any Associate or Joint Venture during the Financial Year 2018-19.

For and on behalf of the Board of Directors

For CHATURVEDI & COMPANY

CHARTERED ACCOUNTANTS

(Reg. no : 302137E)

Sd/-

NILIMA JOSHI

V. Surana

V. Surana S.K. Jain R. R. Jain CFO & Company Secretary Director Chairman & Managing Director (M. No. 11559) (DIN: 00047474) (DIN: 00122942)

Partner, (M. No. 52122)

Place: Kolkata Date: 30 April, 2019

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

R S SOFTWARE (INDIA) LTD.

234 3A Acharya Jagadish Chandra Bose Road Kolkata 700020 West Bengal

Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by R S SOFTWARE (INDIA) LTD. (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

v)
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31 March, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Boardprocesses and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable regulations /guidelines/ circulars as may be issued by SEBI from time to time;
(e) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March, 2019 according to the provisions of:

I further report that, there were no actions/ events in pursuance of;
(a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
i) The Companies Act, 2013 (the Act), amendment and the rules made thereunder;
(b) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(c) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(d) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2016;
iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign

86[|] Annual Report 2018-2019

RS Software (India) Limited[|] 87

“Annexure A”

(TO THE SECRETARIAL AUDIT REPORT OF R S SOFTWARE (INDIA) LTD. FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2019)

To,

The Members, R S SOFTWARE (INDIA) LTD.

vi) The Company had identified following Other laws as specifically applicable to the Company namely:
a) The Information Technology Act 2000
b) The Copyright Act,1957
c) The Patents Act, 1970
d) The Trade Marks Act, 1999 etc.

We further report that having regard to the compliance system prevailing in the Company, we have relied upon the representation made by the Management, for compliance with the other applicable laws.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards as mandated and issued by the Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange Limited.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that,

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There has been no change in the composition of Board of directors during the period under review and the composition of Board of directors of the Company is in conformity with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings were carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

This Report is to be read with our letter of even date which is annexed “ANNEXURE - A” and forms an Integral Partof this Report.

For M R & Associates Company Secretaries

sd/M.R. Goenka Partner Place : Kolkata (FCS No.: 4515) Date : 30 April, 2019 (C P No.: 2551)

234 3A Acharya Jagadish Chandra Bose Road Kolkata 700020 West Bengal

Our report of even date is to be read along with this letter.

Maintenance of Secretarial Records is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
We have followed the Audit practices and processes as where appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial Records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc.
The compliance of the provisions of corporate and other applicable laws, rules, regulations and standards is the responsibilities of the management. Our examination was limited to the verification of procedures on test basis.
The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For M R & Associates Company Secretaries

sd/M.R. Goenka Partner (FCS No.: 4515) (C P No.: 2551)

Place : Kolkata Date : 30 April, 2019

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RS Software (India) Limited[|] 89

ANNEXURE ‘C’

Secretarial Compliance Report

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2019

[Pursuant to Circular No. CIR/CFD/CMDI/27/2019 dated 08/02/2019 issued by Securities and Exchange Board of India]

To,

The Members,

R S SOFTWARE (INDIA) LTD.

234 3A Acharya Jagadish Chandra Bose Road Kolkata 700020

West Bengal

Disclosure Requirements) Regulations, 2018; - Not Applicable for the review period

We have examined:

(a) all the documents and records made available to us and explanation provided by M/s. R S SOFTWARE (INDIA) LTD. (“the listed entity”)
(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) the filings/ submissions made by the listed entity to the stock exchanges,
(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; -Not Applicable for the review period
(c) website of the listed entity,
(e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; -
(d) any other document / filing, as may be relevant, which has been relied upon to make this certification, for the year ended on 31 March, 2019 (“Review Period”) in respect of compliance with the provisions of :
(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; -Not Applicable for the review period
(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars,guidelines issued thereunder; and
(g) Securities and Exchange Board of India(Issue and Listing of NonConvertible and Redeemable Preference Shares) Regulations, 2013; -Not Applicable for the review period
(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations,circulars, guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);
(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
(i) Securities and Exchange Board of India (Depository and Participants) Regulations, 2018

The specific Regulations, whose provisions and the circulars / guidelines issued thereunder, have been examined, include:-

Based on the above examination, I/We hereby report that, during

the Review Period:

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(a) The listed entity has complied with the provisions of the above

Regulations and circulars/ guidelines issued thereunder, except

(b) Securities and Exchange Board of India (Issue of Capital and

Action taken by	Details of violation	Details of violation	Details of action taken E.g. fnes, warning letter, debarment, etc.	Details of action taken E.g. fnes, warning letter, debarment, etc.	Observations/ remarks of the Practicing Company Secretary, if any.
N/A	N/A		N/A		N/A
Observations of the Practicing Company Secretary in the previous reports		Observations made in the secretarial compliance report for the year ended…		Actions taken by the listed entity, if any	Comments of the Practicing Company Secretary on the actions taken by the listed entity
N/A		N/A		N/A	N/A

(b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/our examination of those records.
(c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

For M R & Associates Company Secretaries

sd/M.R. Goenka Partner Place : Kolkata (FCS No.: 4515) Date : 30 April, 2019 (C P No.: 2551)

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RS Software (India) Limited[|] 91

ANNEXURE ‘D’

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

for the financial year ended on 31 March, 2019.

[Pursuant to Section 92(1) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:	I. REGISTRATION AND OTHER DETAILS:	I. REGISTRATION AND OTHER DETAILS:
i) CIN	L72200WB1987PLC043375
ii) Registration date	02/12/1987
iii) Name of the company	R S Software (India) Ltd.
iv) Category/ Sub category	Public company limited by Shares
v) Address and Registered ofce and contract details	FMC FORTUNA”, 1ST FLOOR, A-2, 234/3A, AJC BOSE ROAD, KOLKATA-700020 Phone No. (033) 22875746/ 6254/6255 Fax: 033 22876256 Website: www.rssoftware.com
vi) Whether listed company: Yes/No	Listed
vii) Name, Address and Contact Details of Registrar and Transfer Agent, if any	C.B. MANAGEMENT SERVICES (P) LTD P-22, BONDEL ROAD, KOLKATA-700019 Phone No. 033 2280 6692, 9424862937 Fax No. 033 2287 0263

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the Business activities contributing 10% or more of the total turnover of the Company shall be stated:

Sl. No.	Name and Description of main products / services	NIC Code of the Product/ service	% to total turnover of the company
1.	Software Development	6202	100%

*As per National Industrial Classification – Ministry of Statistics and Programme Implementation

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sl. No.	NAME OF THE COMPANY	CIN/ GLN	HOLDING/SUBSIDIARY/ ASSOCIATE	% OF SHARES HELD	APPLICABLE SECTION
1.	Responsive Solutions Inc.	N.A. (Foreign co.)	Subsidiary	100 %	2(87)
2.	RS Software (Asia) Pte. Ltd.	N.A. (Foreign co.)	Subsidiary	100 %	2(87)
3.	Paypermint Pvt. Ltd.	U72900WB2016PTC217291	Subsidiary	79.17%	2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning (01 April, 2018)	No. of Shares held at the beginning (01 April, 2018)	No. of Shares held at the beginning (01 April, 2018)	of the year	No. of Shares held at the end of the year (31 March, 2019)	No. of Shares held at the end of the year (31 March, 2019)	No. of Shares held at the end of the year (31 March, 2019)	No. of Shares held at the end of the year (31 March, 2019)	% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters and Promoter Group
1. INDIAN
a)Individual/HUF	10402192	0	10402192	40.46	10402192	0	10402192	40.46	-
b)Central Govt.	-	-	-	-	-	-	-	-	-
c)State Govt.	-	-	-	-	-	-	-	-	-
d)Bodies Corporate		-				-			-
e)Banks / FI	-	-	-	-	-	-	-	-	-
f)Anyother	-	-	-	-	-	-	-	-	-
Sub-total(A)(1)	10402192	0	10402192	40.46	10402192	0	10402192	40.46	-
2. FOREIGN
a)Individuals(NRIs)	-	-	-	-	-	-	-	-	-
b)Other-Individuals	-	-	-	-	-	-	-	-	-
c)Bodies Corporate	-	-	-	-	-	-	-	-	-
d)Banks / FIs	-	-	-	-	-	-	-	-	-
e)Anyother	-	-	-	-	-	-	-	-	-
Sub-total(A)(2)	-	-	-	-	-	-	-	-	-
Total shareholding of Promoter(A)=(A)(1)+(A)(2)	10402192	0	10402192	40.46	10402192	0	10402192	40.46	-
B. Public Shareholding
1. INSTITUTIONS
a)Mutual Funds	0	5888	5888	0.02	0	2304	2304	0.01	(0.01)
b)FIs/ Banks	100136	1792	101928	0.40	2274	1792	4066	0.02	(0.38)
c)Central Govt.	-	-	-	-	-	-	-	-	-
d)State Govt.(s)	0	5888	5888	0.02	0	4352	4352	0.02	0.00
e)Venture Capital Funds	-	-	-	-	-	-	-	-	-
f)Insurance Companies	-	-	-	-	-	-	-	-	-
g)FIIs	413799	4608	418407	1.63	282799	768	283567	1.10	(0.53)
h) Foreign Venture Capital Funds	-	-	-	-	-	-	-	-	-
i)Others(specify)	-	-	-	-	-	-	-	-	-
(i-i)UTI	0	23176	23176	0.09	0	8704	8704	0.03	(0.06)
Sub-total B)(1):-	513935	41352	555287	2.16	285073	17920	302993	1.18	(0.98)
2. NON-INSTITUTIONS
a)Bodies Corporate
i)Indian	1702856	4442	1707298	6.64	1370564	1936	1372500	5.34	(1.30)
ii)Overseas	0	3584	3584	0.01	0	3584	3584	0.01	0.00
b)Individuals	-	-	-	-	-	-	-	-	-
i) Individual shareholders holding nominal share capital uptoH1 lakh	9305752	482974	9788726	38.08	9826503	341626	10168129	39.55	1.47
ii) Individual shareholders holding nominal share capital in excess ofH1 lakh	1415994	0	1415994	5.51	1535941	0	1535941	5.97	0.47

92[|] Annual Report 2018-2019

RS Software (India) Limited[|] 93

Category of Shareholders	No. of Shares held at the beginning (01 April, 2018)	No. of Shares held at the beginning (01 April, 2018)	No. of Shares held at the beginning (01 April, 2018)	of the year	No. of Shares held at the end of the year (31 March, 2019)	No. of Shares held at the end of the year (31 March, 2019)	No. of Shares held at the end of the year (31 March, 2019)	No. of Shares held at the end of the year (31 March, 2019)	% Change during the
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	year
c)Others(specify)	-	-	-	-	-	-	-	-	-
Non Resident Indians	531176	35936	567112	2.21	484438	10352	494790	1.92	-0.29
ClearingMembers	48400	0	48400	0.19	48400	0	48400	0.19	0.00
Trusts	71085	0	71085	0.28	42631	0	42631	0.17	-0.11
Foreign Nationals	0	0	0	0.00	188518	0	188518	0.73	0.73
Employees Trust	1148640	0	1148640	4.47	1148640	0	1148640	4.47	0.00
Sub-total(B)(2):-	14223903	526936	14750839	57.38	14645635	357498	15003133	58.36	0.98
Total Public Shareholding (B)=(B)(1)+(B)(2)	14737838	568288	15306126	59.54	14930708	375418	15306126	59.54	0.00
C. Shares held by Custodian for GDRs & ADRs	-	-	-	-	-	-	-	-	-
Sub-Total(C)	-	-	-	-	-	-	-	-
Grand Total (A+B+C)	25140030	568288	25708318	100.00	25332900	375418	25708318	100.00	0.00

Sl No	Category of Shareholders	Shareholding at the beginning of the year (01 April, 2018)	Shareholding at the beginning of the year (01 April, 2018)	Shareholding at the beginning of the year (01 April, 2018)	Shareholding at the end of theyear (31 March, 2019)	Shareholding at the end of theyear (31 March, 2019)	Shareholding at the end of theyear (31 March, 2019)	% change in share holding during the year
		No. of Shares	% of total Shares of the company	%of Shares Pledged / encumbered to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares
1.	Rajnit Rai Jain	10035648	39.04	0.00	10035648	39.04	0.00	0.00
2.	Sarita Jain	366544	1.43	0.00	366544	1.43	0.00	0.00
Total		10402192	40.46	0.00	10402192	40.46	0.00	0.00

(iii) Change in Promoters Shareholding (please specify, if there is no changes): There were no changes in the promoters’ shareholding in the company.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl No	Name of the Shareholders	Date	Reason	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Cumulative Shareholding during the year	Cumulative Shareholding during the year
				No. of Shares	% of total shares of the company	No. of Shares	% of total shares of the company
1.	BARCLAYS WEALTH TRUSTEES INDIA PRIVATE LIMITED
	At the beginning of the year	01/04/2018		1148640	4.47	-	-
	Changes during the year			-	-	-	-
	At the end of the year	31/03/2019		-	-	1148640	4.47
2.	VENTURA SECURITIES LIMITED-COLLATERAL ACCOUNT
	At the beginning of the year	01/04/2018		428376	1.67	-	-
	Changes during the year	06/04/2018	Sell	672	0.00	427704	1.66
		13/04/2018	Sell	525	0.00	427179	1.66
		20/04/2018	Buy	83	0.00	427262	1.66
		27/04/2018	Buy	1486	0.01	428748	1.67
		04/05/2018	Sell	267	0.00	428481	1.67
		11/05/2018	Sell	902	0.00	427579	1.66
		18/05/2018	Buy	90	0.00	427669	1.66
		25/05/2018	Sell	888	0.00	426781	1.66

Name of the Shareholders	Date	Reason	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Cumulative Shareholding during the year	Cumulative Shareholding during the year
			No. of Shares	% of total shares of the company	No. of Shares	% of total shares of the company
	01/06/2018	Sell	1619	0.01	425162	1.65
	08/06/2018	Sell	55	0.00	425107	1.65
	15/06/2018	Sell	150	0.00	424957	1.65
	22/06/2018	Buy	74	0.00	425031	1.65
	29/06/2018	Buy	1096	0.00	426127	1.66
	06/07/2018	Sell	77	0.00	426050	1.66
	13/07/2018	Buy	19595	0.08	445645	1.73
	20/07/2018	Buy	3235	0.01	448880	1.75
	27/07/2018	Sell	326	0.00	448554	1.74
	03/08/2018	Buy	367	0.00	448921	1.75
	10/08/2018	Sell	3384	0.01	445537	1.73
	17/08/2018	Buy	2446	0.01	447983	1.74
	24/08/2018	Sell	1695	0.01	446288	1.74
	31/08/2018	Buy	508	0.00	446796	1.74
	07/09/2018	Sell	229	0.00	446567	1.74
	14/09/2018	Sell	705	0.00	445862	1.73
	21/09/2018	Sell	725	0.00	445137	1.73
	28/09/2018	Buy	4303	0.02	449440	1.75
	05/10/2018	Buy	1078	0.00	450518	1.75
	12/10/2018	Sell	3312	0.01	447206	1.74
	19/10/2018	Sell	2006	0.01	445200	1.73
	26/10/2018	Sell	412	0.00	444788	1.73
	02/11/2018	Buy	1549	0.01	446337	1.74
	09/11/2018	Buy	92	0.00	446429	1.74
	16/11/2018	Sell	1208	0.00	445221	1.73
	23/11/2018	Sell	2816	0.01	442405	1.72
	30/11/2018	Sell	1461	0.01	440944	1.72
	07/12/2018	Buy	12197	0.05	453141	1.76
	14/12/2018	Sell	7539	0.03	445602	1.73
	21/12/2018	Sell	1768	0.01	443834	1.73
	28/12/2018	Buy	38972	0.15	482806	1.88
	31/12/2018	Buy	1249	0.00	484055	1.88
	04/01/2019	Sell	480683	1.87	3372	0.01
	11/01/2019	Sell	2533	0.01	839	0.00
	18/01/2019	Buy	368	0.00	1207	0.00
	25/01/2019	Buy	958	0.00	2165	0.01
	01/02/2019	Buy	4094	0.02	6259	0.02
	08/02/2019	Sell	5199	0.02	1060	0.00
	15/02/2019	Sell	145	0.00	915	0.00
	22/02/2019	Sell	397	0.00	518	0.00
	01/03/2019	Sell	240	0.00	278	0.00
	08/03/2019	Buy	127	0.00	405	0.00
	15/03/2019	Sell	380	0.00	25	0.00
	22/03/2019	Buy	96	0.00	121	0.00
	29/03/2019	Buy	1000	0.00	1121	0.00
At the end of the year	31/03/2019		-	-	1121	0.00

94[|] Annual Report 2018-2019

RS Software (India) Limited[|] 95

Sl No	Name of the Shareholders	Date	Reason	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Cumulative Shareholding during the year	Cumulative Shareholding during the year	Sl No	Name of the Shareholders	Date	Reason	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Cumulative Shareholding during the year	Cumulative Shareholding during the year
				No. of Shares	% of total shares of the company	No. of Shares	% of total shares of the company					No. of Shares	% of total shares of the company	No. of Shares	% of total shares of the company
3.	POLUS GLOBAL FUND									31/08/2018	Sell	19600	0.08	32657	0.13
	At the beginningof theyear	01/04/2018		282799	1.10	-	-			07/09/2018	Buy	17434	0.07	50091	0.19
	Changes duringtheyear			-	-	-	-			14/09/2018	Buy	249	0.00	50340	0.20
	At the end of theyear	31/03/2019		-	-	282799	1.10			21/09/2018	Buy	1182	0.00	51522	0.20
4.	M KAVERI BAI									28/09/2018	Sell	20698	0.08	30824	0.12
	At the beginningof theyear	01/04/2018		220500	0.86	-	-			05/10/2018	Buy	19671	0.08	50495	0.20
	Changes duringtheyear			-	-	-	-			12/10/2018	Buy	1088	0.00	51583	0.20
	At the end of theyear	31/03/2019		-	-	220500	0.86			19/10/2018	Sell	246	0.00	51337	0.20
5.	ROHIT TEKRIWAL									26/10/2018	Sell	278	0.00	51059	0.20
	At the beginningof theyear	01/04/2018		185000	0.72	-	-			26/10/2018	Sell	51059	0.20	0	0.00
	Changes duringtheyear			-	-	-	-		At the end of the year	31/03/2019		-	-	0	0.00
	At the end of theyear	31/03/2019		-	-	185000	0.72	9.	VIJAY GUPTA
6.	PAWAN KUMAR KEJRIWAL								At the beginning of the year	01/04/2018		80000	0.31	-	-
	At the beginningof theyear	01/04/2018		140400	0.55	-	-		Changes during the year	27/04/2018	Buy	3000	0.01	83000	0.32
	Changes duringtheyear			-	-	-	-			04/05/2018	Buy	1000	0.00	84000	0.33
	At the end of theyear	31/03/2019		-	-	140400	0.55			25/05/2018	Buy	29408	0.11	113408	0.44
7.	PASSAGE TO INDIA MASTER FUND LIMITED									01/06/2018	Buy	3403	0.01	116811	0.45
	At the beginningof theyear	01/04/2018		131000	0.51	-	-			08/06/2018	Buy	9000	0.04	125811	0.49
	Changes duringtheyear	06/04/2018	Sell	65000	0.25	66000	0.26			15/06/2018	Sell	9811	0.04	116000	0.45
		20/04/2018	Sell	15000	0.06	51000	0.20			22/06/2018	Sell	7024	0.03	108976	0.42
		20/04/2018	Sell	51000	0.20	0	0.00			29/06/2018	Buy	15970	0.06	124946	0.49
	At the end of theyear	31/03/2019		-	-	0	0.00			06/07/2018	Buy	51680	0.20	176626	0.69
8.	ICICI BANK LIMITED									13/07/2018	Buy	10000	0.04	186626	0.73
	At the beginningof theyear	01/04/2018		83799	0.33	-	-			20/07/2018	Sell	21937	0.09	164689	0.64
	Changes duringtheyear	06/04/2018	Buy	1663	0.01	85462	0.33			27/07/2018	Sell	39867	0.16	124822	0.49
		13/04/2018	Sell	3182	0.01	82280	0.32			03/08/2018	Sell	68822	0.27	56000	0.22
		20/04/2018	Buy	970	0.00	83250	0.32			31/08/2018	Sell	38000	0.15	18000	0.07
		27/04/2018	Buy	2060	0.01	85310	0.33			07/09/2018	Sell	8000	0.03	10000	0.04
		04/05/2018	Sell	3811	0.01	81499	0.32			07/09/2018	Sell	10000	0.04	0	0.00
		11/05/2018	Sell	4713	0.02	76786	0.30		At the end of the year	31/03/2019		-	-	0	0.00
		18/05/2018	Buy	4570	0.02	81356	0.32	10.	MOTILAL OSWAL SECURITIES LTD.
		25/05/2018	Sell	3517	0.01	77839	0.30		At the beginning of the year	01/04/2018		79038	0.31	-	-
		01/06/2018	Sell	6049	0.02	71790	0.28		Changes during the year	06/04/2018	Sell	5713	0.02	73325	0.29
		08/06/2018	Buy	1014	0.00	72804	0.28			13/04/2018	Sell	849	0.00	72476	0.28
		15/06/2018	Buy	549	0.00	73353	0.29			20/04/2018	Buy	623	0.00	73099	0.28
		22/06/2018	Buy	12219	0.05	85572	0.33			27/04/2018	Sell	2466	0.01	70633	0.27
		29/06/2018	Sell	36512	0.14	49060	0.19			04/05/2018	Buy	6398	0.02	77031	0.30
		06/07/2018	Buy	38639	0.15	87699	0.34			11/05/2018	Buy	377	0.00	77408	0.30
		13/07/2018	Sell	13	0.00	87686	0.34			18/05/2018	Buy	726	0.00	78134	0.30
		20/07/2018	Sell	368	0.00	87318	0.34			25/05/2018	Buy	2358	0.01	80492	0.31
		27/07/2018	Sell	426	0.00	86892	0.34			01/06/2018	Buy	6972	0.03	87464	0.34
		03/08/2018	Sell	34490	0.13	52402	0.20			08/06/2018	Sell	22885	0.09	64579	0.25
		10/08/2018	Sell	50	0.00	52352	0.20			15/06/2018	Buy	291	0.00	64870	0.25
		17/08/2018	Buy	291	0.00	52643	0.20			22/06/2018	Sell	13078	0.05	51792	0.20
		24/08/2018	Sell	386	0.00	52257	0.20			29/06/2018	Buy	39361	0.15	91153	0.35

96[|] Annual Report 2018-2019

RS Software (India) Limited[|] 97

Sl No	Name of the Shareholders	Date	Reason	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Cumulative Shareholding during the year	Cumulative Shareholding during the year
				No. of Shares	% of total shares of the company	No. of Shares	% of total shares of the company
		06/07/2018	Sell	35180	0.14	55973	0.22
		13/07/2018	Buy	1221	0.00	57194	0.22
		20/07/2018	Buy	446	0.00	57640	0.22
		27/07/2018	Sell	3405	0.01	54235	0.21
		03/08/2018	Buy	3024	0.01	57259	0.22
		10/08/2018	Buy	1321	0.01	58580	0.23
		17/08/2018	Sell	1074	0.00	57506	0.22
		24/08/2018	Sell	731	0.00	56775	0.22
		31/08/2018	Buy	19512	0.08	76287	0.30
		07/09/2018	Sell	26150	0.10	50137	0.20
		14/09/2018	Sell	1831	0.01	48306	0.19
		21/09/2018	Buy	3040	0.01	51346	0.20
		28/09/2018	Buy	29340	0.11	80686	0.31
		05/10/2018	Sell	27887	0.11	52799	0.21
		12/10/2018	Sell	10462	0.04	42337	0.16
		19/10/2018	Buy	65	0.00	42402	0.16
		26/10/2018	Sell	3781	0.01	38621	0.15
		02/11/2018	Buy	11760	0.05	50381	0.20
		09/11/2018	Sell	50331	0.20	50	0.00
		16/11/2018	Buy	400	0.00	450	0.00
		23/11/2018	Buy	1050	0.00	1500	0.01
		07/12/2018	Sell	950	0.00	550	0.00
		14/12/2018	Buy	2800	0.01	3350	0.01
		21/12/2018	Sell	2650	0.01	700	0.00
		28/12/2018	Sell	550	0.00	150	0.00
		04/01/2019	Sell	120	0.00	30	0.00
		18/01/2019	Buy	2070	0.01	2100	0.01
		25/01/2019	Sell	1339	0.01	761	0.00
		01/02/2019	Buy	239	0.00	1000	0.00
		08/02/2019	Sell	360	0.00	640	0.00
		22/02/2019	Sell	370	0.00	270	0.00
		01/03/2019	Buy	330	0.00	600	0.00
		08/03/2019	Sell	100	0.00	500	0.00
		15/03/2019	Buy	371	0.00	871	0.00
		22/03/2019	Sell	103	0.00	768	0.00
		29/03/2019	Buy	5269	0.02	6037	0.02
	At the end of theyear	31/03/2019		-	-	6037	0.02
11.	SUNIDHI CAPITAL PVT LTD
	At the beginningof theyear	01/04/2018		0	0.00	-	-
	Changes duringtheyear	15/03/2019	Buy	479731	1.87	479731	1.87
	At the end of theyear	31/03/2019		-	-	479731	1.87
12.	GLOBAL MEDIA VENTURES INDIA PRIVATE LIMITED
	At the beginningof theyear	01/04/2018		50000	0.19	-	-
	Changes duringtheyear	03/08/2018	Buy	60000	0.23	110000	0.43
	At the end of theyear	31/03/2019		-	-	110000	0.43

Sl No	Name of the Shareholders	Date	Reason	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Cumulative Shareholding during the year	Cumulative Shareholding during the year
				No. of Shares	% of total shares of the company	No. of Shares	% of total shares of the company
13.	DEEPAK GUPTA
	At the beginning of the year	01/04/2018		27666	0.11	-	-
	Changes during the year	06/04/2018	Buy	18000	0.07	45666	0.18
		13/04/2018	Buy	5408	0.02	51074	0.20
		20/04/2018	Buy	2552	0.01	53626	0.21
		04/05/2018	Buy	5000	0.02	58626	0.23
		11/05/2018	Buy	2000	0.01	60626	0.24
		18/05/2018	Buy	25862	0.10	86488	0.34
		15/06/2018	Buy	493	0.00	86981	0.34
		22/06/2018	Buy	10323	0.04	97304	0.38
		29/06/2018	Buy	400	0.00	97704	0.38
		03/08/2018	Buy	500	0.00	98204	0.38
		10/08/2018	Buy	4001	0.02	102205	0.40
		24/08/2018	Buy	1405	0.01	103610	0.40
		31/08/2018	Buy	61	0.00	103671	0.40
		07/09/2018	Sell	500	0.00	103171	0.40
		28/09/2018	Buy	2126	0.01	105297	0.41
		05/10/2018	Sell	2000	0.01	103297	0.40
		12/10/2018	Buy	1000	0.00	104297	0.41
		19/10/2018	Sell	1500	0.01	102797	0.40
		26/10/2018	Buy	1	0.00	102798	0.40
		15/03/2019	Sell	555	0.00	102243	0.40
		22/03/2019	Buy	550	0.00	102793	0.40
	At the end of the year	31/03/2019		-	-	102793	0.40
14.	MONIKA GUPTA
	At the beginning of the year	01/04/2018		27348	0.11	-	-
	Changes during the year	06/04/2018	Buy	38822	0.15	66170	0.26
		18/05/2018	Buy	4330	0.02	70500	0.27
		25/05/2018	Buy	1000	0.00	71500	0.28
		08/06/2018	Buy	2000	0.01	73500	0.29
		29/06/2018	Buy	2965	0.01	76465	0.30
		06/07/2018	Buy	3000	0.01	79465	0.31
		20/07/2018	Sell	2500	0.01	76965	0.30
		31/08/2018	Buy	2999	0.01	79964	0.31
		28/09/2018	Buy	2000	0.01	81964	0.32
	At the end of the year	31/03/2019		-	-	81964	0.32
15.	KARVY STOCK BROKING LTD.
	At the beginning of the year	01/04/2018		52752	0.21	-	-
	Changes during the year	06/04/2018	Buy	1502	0.01	54254	0.21
		13/04/2018	Sell	4203	0.02	50051	0.19
		20/04/2018	Buy	12852	0.05	62903	0.24
		27/04/2018	Buy	9778	0.04	72681	0.28
		04/05/2018	Sell	6997	0.03	65684	0.26
		11/05/2018	Sell	1861	0.01	63823	0.25
		18/05/2018	Sell	772	0.00	63051	0.25
		25/05/2018	Sell	3033	0.01	60018	0.23

98[|] Annual Report 2018-2019

RS Software (India) Limited[|] 99

Name of the Shareholders	Date	Reason	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Cumulative Shareholding during the year	Cumulative Shareholding during the year	(v) Shareholding of Directors and Key Managerial Personnel: Sl No Name of the Directors and KMP Date Reason Shareholding at the beginning of the year No. of Shares % of total shares of the company 1. RAJNIT RAI JAIN (Chairman & Managing Director) At the beginning of the year 01/04/2018 10035648 39.04 Changes during the year Nil At the end of the year 31/03/2019 - - 2. SARITA JAIN (Non-Executive Director) At the beginning of the year 01/04/2018 366544 1.43 Changes during the year Nil At the end of the year 31/03/2019 - - 3. RAJASEKHAR RAMARAJ (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 68400 0.27 Changes during the year Nil At the end of the year 31/03/2019 - - 4. RICHARD NICHOLAS LAUNDER (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 48400 0.19 Changes during the year Nil At the end of the year 31/03/2019 - - 5. SHITAL KUMAR JAIN (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 0 0.00 Changes during the year Nil At the end of the year 31/03/2019 - - 6. VIJENDRA KUMAR SURANA (CFO & CS) At the beginning of the year 01/04/2018 14 0.00 Changes during the year Nil At the end of the year 31/03/2019 - - V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured Loans excluding deposits Unsecured Loans Indebtedness at the beginning of the fnancial year i) Principal Amount - - ii) Interest due but not paid - - iii) Interest accrued but not due - - Total (i+ii+iii) - - Change in Indebtedness during the fnancial year Addition - - Reduction - - Net Change - - Indebtedness at the end of the fnancial year i) Principal Amount - - ii) Interest due but not paid - - iii) Interest accrued but not due - - Total (i+ii+iii) - -	(v) Shareholding of Directors and Key Managerial Personnel: Sl No Name of the Directors and KMP Date Reason Shareholding at the beginning of the year No. of Shares % of total shares of the company 1. RAJNIT RAI JAIN (Chairman & Managing Director) At the beginning of the year 01/04/2018 10035648 39.04 Changes during the year Nil At the end of the year 31/03/2019 - - 2. SARITA JAIN (Non-Executive Director) At the beginning of the year 01/04/2018 366544 1.43 Changes during the year Nil At the end of the year 31/03/2019 - - 3. RAJASEKHAR RAMARAJ (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 68400 0.27 Changes during the year Nil At the end of the year 31/03/2019 - - 4. RICHARD NICHOLAS LAUNDER (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 48400 0.19 Changes during the year Nil At the end of the year 31/03/2019 - - 5. SHITAL KUMAR JAIN (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 0 0.00 Changes during the year Nil At the end of the year 31/03/2019 - - 6. VIJENDRA KUMAR SURANA (CFO & CS) At the beginning of the year 01/04/2018 14 0.00 Changes during the year Nil At the end of the year 31/03/2019 - - V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured Loans excluding deposits Unsecured Loans Indebtedness at the beginning of the fnancial year i) Principal Amount - - ii) Interest due but not paid - - iii) Interest accrued but not due - - Total (i+ii+iii) - - Change in Indebtedness during the fnancial year Addition - - Reduction - - Net Change - - Indebtedness at the end of the fnancial year i) Principal Amount - - ii) Interest due but not paid - - iii) Interest accrued but not due - - Total (i+ii+iii) - -	(v) Shareholding of Directors and Key Managerial Personnel: Sl No Name of the Directors and KMP Date Reason Shareholding at the beginning of the year No. of Shares % of total shares of the company 1. RAJNIT RAI JAIN (Chairman & Managing Director) At the beginning of the year 01/04/2018 10035648 39.04 Changes during the year Nil At the end of the year 31/03/2019 - - 2. SARITA JAIN (Non-Executive Director) At the beginning of the year 01/04/2018 366544 1.43 Changes during the year Nil At the end of the year 31/03/2019 - - 3. RAJASEKHAR RAMARAJ (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 68400 0.27 Changes during the year Nil At the end of the year 31/03/2019 - - 4. RICHARD NICHOLAS LAUNDER (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 48400 0.19 Changes during the year Nil At the end of the year 31/03/2019 - - 5. SHITAL KUMAR JAIN (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 0 0.00 Changes during the year Nil At the end of the year 31/03/2019 - - 6. VIJENDRA KUMAR SURANA (CFO & CS) At the beginning of the year 01/04/2018 14 0.00 Changes during the year Nil At the end of the year 31/03/2019 - - V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured Loans excluding deposits Unsecured Loans Indebtedness at the beginning of the fnancial year i) Principal Amount - - ii) Interest due but not paid - - iii) Interest accrued but not due - - Total (i+ii+iii) - - Change in Indebtedness during the fnancial year Addition - - Reduction - - Net Change - - Indebtedness at the end of the fnancial year i) Principal Amount - - ii) Interest due but not paid - - iii) Interest accrued but not due - - Total (i+ii+iii) - -	(v) Shareholding of Directors and Key Managerial Personnel: Sl No Name of the Directors and KMP Date Reason Shareholding at the beginning of the year No. of Shares % of total shares of the company 1. RAJNIT RAI JAIN (Chairman & Managing Director) At the beginning of the year 01/04/2018 10035648 39.04 Changes during the year Nil At the end of the year 31/03/2019 - - 2. SARITA JAIN (Non-Executive Director) At the beginning of the year 01/04/2018 366544 1.43 Changes during the year Nil At the end of the year 31/03/2019 - - 3. RAJASEKHAR RAMARAJ (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 68400 0.27 Changes during the year Nil At the end of the year 31/03/2019 - - 4. RICHARD NICHOLAS LAUNDER (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 48400 0.19 Changes during the year Nil At the end of the year 31/03/2019 - - 5. SHITAL KUMAR JAIN (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 0 0.00 Changes during the year Nil At the end of the year 31/03/2019 - - 6. VIJENDRA KUMAR SURANA (CFO & CS) At the beginning of the year 01/04/2018 14 0.00 Changes during the year Nil At the end of the year 31/03/2019 - - V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured Loans excluding deposits Unsecured Loans Indebtedness at the beginning of the fnancial year i) Principal Amount - - ii) Interest due but not paid - - iii) Interest accrued but not due - - Total (i+ii+iii) - - Change in Indebtedness during the fnancial year Addition - - Reduction - - Net Change - - Indebtedness at the end of the fnancial year i) Principal Amount - - ii) Interest due but not paid - - iii) Interest accrued but not due - - Total (i+ii+iii) - -
							Sl No	Name of the Directors and KMP	Date	Reason	Shareholding at the beginning of the year			Cumulative Shareholding during the year
			No. of Shares	% of total shares of the company	No. of Shares	% of total shares of the company
											No. of Shares		% of total shares of the company	No. of Shares	% of total shares of the company
	01/06/2018	Sell	370	0.00	59648	0.23
	08/06/2018	Buy	621	0.00	60269	0.23	1.	RAJNIT RAI JAIN (Chairman & Managing Director)
	15/06/2018	Sell	463	0.00	59806	0.23		At the beginning of the year	01/04/2018		10035648		39.04	-	-
	22/06/2018	Buy	249	0.00	60055	0.23		Changes during the year			Nil
	29/06/2018	Sell	165	0.00	59890	0.23		At the end of the year	31/03/2019		-		-	10035648	39.04
	06/07/2018	Sell	9485	0.04	50405	0.20	2.	SARITA JAIN (Non-Executive Director)
	13/07/2018	Buy	539	0.00	50944	0.20		At the beginning of the year	01/04/2018		366544		1.43	-	-
	20/07/2018	Buy	574	0.00	51518	0.20		Changes during the year			Nil
	27/07/2018	Buy	3446	0.01	54964	0.21		At the end of the year	31/03/2019		-		-	366544	1.43
	03/08/2018	Buy	17776	0.07	72740	0.28	3.	RAJASEKHAR RAMARAJ (Non-Executive & Independent Director)
	10/08/2018	Sell	526	0.00	72214	0.28		At the beginning of the year	01/04/2018		68400		0.27	-	-
	17/08/2018	Sell	1188	0.00	71026	0.28		Changes during the year			Nil
	24/08/2018	Buy	484	0.00	71510	0.28
								At the end of the year	31/03/2019		-		-	68400	0.27
	31/08/2018	Buy	4321	0.02	75831	0.29
							4.	RICHARD NICHOLAS LAUNDER (Non-Executive & Independent Director)
	07/09/2018	Sell	65	0.00	75766	0.29
								At the beginning of the year	01/04/2018		48400		0.19	-	-
	14/09/2018	Buy	1204	0.00	76970	0.30
								Changes during the year			Nil
	21/09/2018	Sell	1989	0.01	74981	0.29
								At the end of the year	31/03/2019		-		-	48400	0.19
	28/09/2018	Sell	446	0.00	74535	0.29
							5.	SHITAL KUMAR JAIN (Non-Executive & Independent Director)
	05/10/2018	Buy	616	0.00	75151	0.29
								At the beginning of the year	01/04/2018		0		0.00	-	-
	12/10/2018	Buy	862	0.00	76013	0.30
								Changes during the year			Nil
	19/10/2018	Buy	513	0.00	76526	0.30
								At the end of the year	31/03/2019		-		-	0	0.00
	26/10/2018	Buy	1039	0.00	77565	0.30
							6.	VIJENDRA KUMAR SURANA (CFO & CS)
	02/11/2018	Buy	19148	0.07	96713	0.38
								At the beginning of the year	01/04/2018		14		0.00	-	-
	09/11/2018	Buy	556	0.00	97269	0.38
								Changes during the year			Nil
	16/11/2018	Sell	922	0.00	96347	0.37
								At the end of the year	31/03/2019		-		-	14	0.00
	23/11/2018	Buy	300	0.00	96647	0.38

	30/11/2018	Sell	5175	0.02	91472	0.36
	07/12/2018	Sell	4744	0.02	86728	0.34
	14/12/2018	Buy	317	0.00	87045	0.34
	21/12/2018	Sell	5337	0.02	81708	0.32				Secured Loans excluding deposits		Unsecured Loans		Deposits	Total
	28/12/2018	Buy	1344	0.01	83052	0.32
	31/12/2018	Buy	7596	0.03	90648	0.35	Indebtedness at the beginning of the fnancial year
	04/01/2019	Buy	7688	0.03	98336	0.38	i) Principal Amount			-		-		-	-
	11/01/2019	Sell	1073	0.00	97263	0.38	ii) Interest due but not paid			-		-		-	-
	18/01/2019	Sell	13428	0.05	83835	0.33	iii) Interest accrued but not due			-		-		-	-
	25/01/2019	Sell	1819	0.01	82016	0.32	Total (i+ii+iii)			-		-		-	-
	01/02/2019	Buy	1916	0.01	83932	0.33	Change in Indebtedness during the fnancial year
	08/02/2019	Sell	5877	0.02	78055	0.30	Addition*			-		-		-	-
	15/02/2019	Sell	404	0.00	77651	0.30	Reduction*			-		-		-	-
	22/02/2019	Sell	1250	0.00	76401	0.30	Net Change			-		-		-	-
	01/03/2019	Buy	2115	0.01	78516	0.31	Indebtedness at the end of the fnancial year
	08/03/2019	Sell	1089	0.00	77427	0.30	i) Principal Amount			-		-		-	-
	15/03/2019	Buy	1730	0.01	79157	0.31	ii) Interest due but not paid			-		-		-	-
	22/03/2019	Sell	1239	0.00	77918	0.30	iii) Interest accrued but not due			-		-		-	-
	29/03/2019	Buy	2314	0.01	80232	0.31	Total (i+ii+iii)			-		-		-	-
At the end of theyear	31/03/2019		-	-	80232	0.31

100[|] Annual Report 2018-2019

RS Software (India) Limited[|] 101

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. No.	Particulars of Remuneration	Mr. Rajnit Rai Jain (Chairman & Managing Director)	Total Amount (HIn Lakhs)
1	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income- tax Act, 1961	55.84	55.84
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	-	-
	(c) Profts in lieu of salary under section 17(3) Income- tax Act, 1961	-	-
2	Stock Option	-	-
3	Sweat Equity	-	-
4	Commission - as % of proft - others, specify	0.00	0.00
5	Others (Employer’s Provident Fund)	4.32	4.32
	Total (A)	60.16	60.16
	Ceiling as per the Act	As per Part II of Schedule V of the Companies Act,2013

B. Remuneration to other directors:

Sl. No.	Particulars of Remuneration (INR)	Name of Directors	Name of Directors	Name of Directors		Total Amount (HIn lakhs)
		Mr. Shital Kumar Jain	Mr. Rajasekhar Ramaraj	Mr. Richard Nicholas Launder	Mrs. Sarita Jain
1	Independent Directors
	Fee for attending board/ committee meetings	4.00	6.00	4.80	-	14.80
	Commission	-	-	-	-	-
	Others, please specify	-	-	-	-
	Total(1)	4.00	6.00	4.80	-	14.80
2.	Other Non-Executive Directors
	Fee for attending board/ committee meetings	-	-	-	1.60	1.60
	Commission	-		-	-
	Others, please specify	-	-	-	-
	Total (2)	-	-	-	1.60	1.60
	Total(B)=(1+2)	4.00	6.00	4.80	1.60	16.40
	Total Managerial Remuneration (A+B)	76.62
	Overall Ceiling as per the Act	The limit as prescribed under Companies Act,2013

Total managerial remuneration paid to Managing Director. The Non-executive directors are not being paid any remuneration except sitting fees.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER/WTD

Sl. No.	Particulars of Remuneration (INR)	Particulars of Remuneration (INR)	Particulars of Remuneration (INR)	Particulars of Remuneration (INR)	Key Managerial Personnel	Key Managerial Personnel	Key Managerial Personnel	Key Managerial Personnel
					CEO	CFO & Company Secretary		Total Amount (HIn lakhs)
2	Stock Option				-	-		-
3	Sweat Equity				-	-		-
4	Commission - as % of proft - others, specify…				-	-		-
5	Others (Employer’s Provident Fund)				4.32	3.28		7.60
	Total (INR.)				60.16	67.09		127.25
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: There were no penalties, punishment or compounding of ofences during the year ended 31 March, 2019.
Type		Section of the Companies Act, 2013	Brief description	Details of Penalty/ Punishment/ Compounding fees imposed			Authority [RD/ NCLT/Court]	Appeal made. If any (give details)
A. Company
Penalty		NIL
Punishment
Compounding
B. Directors
Penalty		NIL
Punishment
Compounding
C. Other Ofcers in default
Penalty		NIL
Punishment
Compounding

For and on behalf of the Board of Directors

Sd/Ranjit Rai Jain Chairman and Managing Director (DIN. 00122942)

Dated: 30 April, 2019 Place: Kolkata

Sl. No.	Particulars of Remuneration (INR)	Key Managerial Personnel	Key Managerial Personnel	Key Managerial Personnel
		CEO	CFO & Company Secretary	Total Amount (HIn lakhs)
1	Gross salary (a) Salary as per provisions contained in section 17(1) of the Income- tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profts in lieu of salary under section 17(3) Income-tax Act, 1961	55.84	63.81	119.65

102[|] Annual Report 2018-2019

RS Software (India) Limited[|] 103

ANNEXURE ‘E’

Annexure to the Director

Statement pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016

i. The ratio of the remuneration of each director to the median remuneration of all the employees of the company for the financial year 2018-19 is as follows:

Sl. No.	Name of the Directors	Remuneration (HIn lacs)	Median Remuneration of Employees (HIn Lacs)	Ratio
1.	RAJNIT RAI JAIN	60.16	9.63	6.25:1

ii. The percentage increase in remuneration of each Director, Chief Financial Officer & Company Secretary in the financial year 2018-19:

Sl. No.	Name	Designation	Remuneration of previous year (Hin lacs)	Remuneration of Current year (Hin lacs)	% increase / (decrease) in remuneration
1	RAJNIT RAI JAIN	CHAIRMAN & MANAGING DIRECTOR	58.32	60.16	3.16
2	MR. VIJENDRA KUMAR SURANA	CFO & COMPANY SECRETARY	66.65	67.09	0.66

iii. The percentage increase in the median remuneration of employees in the financial year:

Median remuneration of previous year (HIn lacs)	Median remuneration of current year (HIn lacs)	%increase
8.50	9.63	13.29

iv. The number of permanent employees on the rolls of company as on 31.03.2019 is 287
v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Sl. No.	Particulars	Average % increase/ (decrease)
1	Increase/ (decrease) in salaryof KMP	3.82
2	Increase/ (decrease) in salary of employee (other than KMP)	5.60

vi. Affirmation that the remuneration is as per the remuneration policy of the company:
It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees, adopted by the Company

STATEMENT PURSUANT TO SECTION 197(12) READ WITH RULE 5(2) AND (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016

Sl. No.	Name	Designation/ Nature of Duties	Remuneration Received (HIn Lacs)	Qualifcation	Experience in years	Age in years	Date of com- mencement of employment	Last employment held	Percentage of Equity Shares held by the employee in the Company
1.	Vijendra Kumar Surana	CFO and Company Secretary	67.09	MBA, FCA, ACS, AICMA	24	47.5	2 Nov, 07	VISA International	-
2.	Rajnit Rai Jain	Chairman and Managing Director	60.16	B.S, MBA	31	62.5	2 Dec, 87	-	39.04%
3.	Sumit Mishra	Associate Vice President	53.16	M.E.	27	52.5	21 Apr, 08	Praxis Softek Solutions	-
4.	Pranjal Chakraborti	General Manager	43.05	B.Tech; MBA	22	46	3 May, 18	Indepay Networks Private Limited	-
5.	Abir Mukhopadhyay	Senior Manager	42.73	B.E.	22	44.4	1 Jul, 97	-	-
6.	Aniruddha Rai Chaudhuri	General Manager	42.45	B.SC., PGCACS	25	47.4	3 May, 99	Globsyn Technologies	-
7.	Chinmoy Das	Principal Consultant	41.47	B.E.	24	47.5	28 Jan, 08	CTS	-
8.	Souvik Datta Ray	Deputy General Manager	34.61	B.E.	21	46.9	15 Feb, 99	Air conditioning CorpLtd	-
9.	Dipanjan Biswas	Senior Technical Consultant	31.47	B.E.	20.3	44	19 Mar, 18	CTS	-
10.	Milind Kamat	Chief Operating Ofcer	18.51	MASTER OF SCIENCE	29.5	53.1	25 Jan, 19	INGENICO	-

Notes:

In terms of the proviso to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of employees posted and working in a country outside India, not being Directors or their relatives, have not been included in the above statement.
None of the Employees listed above is a relative of any director of the Company.
The nature of employment is contractual in all the above cases.
None of the Employees listed above owns 2% or more of the paid-up equity share capital of the Company.
The above statement covers the remuneration paid by the Company and not by any subsidiary/ies.

For and on behalf of the Board of Directors

Place: Kolkata Date: 30 April, 2019

Sd/Rajnit Rai Jain Chairman & Managing Director (DIN: 00122942)

104[|] Annual Report 2018-2019

RS Software (India) Limited[|] 105

Annexure ‘F’

Corporate Social Responsibility

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES/ INITIATIVES FOR THE FY 2018-19

Annexure ‘G’

Annexure to Directors’ Report

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

[Pursuant to Section 135 of Companies Act, 2013 read with Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014]

A brief outline of the company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

This policy which lays down the guidelines and mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large along with the company’s philosophy for delineating its responsibility as a corporate citizen is titled as the ‘R S SOFTWARE CSR Policy’.

The Company had proposed to undertake the activities relating to social welfare, which includes activities eradicating poverty and malnutrition, providing safe drinking water and other social welfare.

The CSR policy functions as a built-in, self-regulating mechanism whereby a business monitors and ensures its active compliance with the spirit of the law, ethical standards, and international norms. It is placed on the Company’s website and the weblink for the same: http://www.rssoftware.com/about#community.

The composition of the CSR Committee:

S. No.	Name	Designation
1.	Mr. Rajnit Rai Jain	Chairman,CSR Committee
2.	Mr. Shital Kumar Jain	Member
3.	Mr. Rajasekar Ramaraj	Member

Average Net proft of the Company for last three Financial Years: (Amount in lacs.)	Average Net proft of the Company for last three Financial Years: (Amount in lacs.)	Average Net proft of the Company for last three Financial Years: (Amount in lacs.)
S. No.	Financial Year	Proft/(Loss) after adjustments
1.	2017-2018	(970.07)
2.	2016-2017	(1401.51)
3.	2015-2016	1346.33
Total		(1025.25)
Total Average net Proft/(Loss) for CSR = Total/3		(341.75)

Prescribed CSR Expenditure at 2%: Nil
Details of CSR spent during the Financial Year:
(a) Total amount to be spent for the financial year: Nil
(b) Amount unspent, if any: Not Applicable
(c) Manner in which the amount is spent: Not Applicable
In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the reasons for not spending the amount:

The Company is incurring loss since last two Financial Years i.e. the F.Y ended on 31.03.2018 and 31.03. 2017. The compliance requirement for spending at least two percent of total average net profit is aggregating to the negative amount of H (6.83) lacs. Therefore, the company is not required to spend the said money for CSR.

7. CSR committee Responsibility statement:

We hereby confirm that the implementation of the Policy and monitoring of the CSR projects and activities is in compliance with CSR objectives and CSR Policy of the Company.

A. Details of Conservation of Energy:

The Company uses electric energy for all its equipment such as air conditioners, computer terminals, lighting and utilities in the work premises. All possible measures have been taken to conserve energy.
Through periodic energy audits to identify potential areas for saving
By incorporating energy- efficient equipment
Through automation i.e., using timers, automatic level controllers etc.

: The details are given below:

B. Technology Absorption

(a) Research & Development

Specific area in which R & D : Technology research was done in RS Payments Lab on distributed data processing architecture work has been done by the like Hadoop, real time analytics frameworks like Spark, Python, Neo4J, Redis, device fingerprinting, Company Machine Learning techniques, Descriptive Analytics, Predictive Analytics applied to digital fraud analytics and business insights and decisions. Other initiatives include cloud enablement, 3DS 2.0, Test Automation of Risk and Fraud Platform, API Platform, etc. New courses were created and offered to internal employees. A major transformative move was made towards development of digital products and platforms for payment processors and aggregators in India and global markets.
Benefits expected from the : The competence built is helping the company gain mileage to win large end-to-end multiR & D year engagements, acquire new customers and assure value added services to all customers. The digital products and platforms are gaining market traction. The company prepared itself to generate revenue from transaction processing such as Fraud and Risk platform, UPI Middleware platform to banks, 3DS2.0 Test Automation platform, etc. These assets work as door openers to acquire new customers for services business as well.
Future plan of action

Continue technology exploration on Faster Payments, API-zation of Platform Data Lake, Fraud and Risk Management, Data Ingestion and Customer Segmentation, Digital Commerce, Targeted Loyalty, Digital Payments Platform, Cloud Computing, Blockchain and Open Source software across solution areas. We plan to increase the number of self-service courses so that it can be administered without trainer, location and time constraint.

(b) Technology Absorption, Adaptation and Innovation
Efforts made towards : Technology exploration and absorption was done in RS Payments Lab on API platform technology absorption, development and management, building micro services, API platform, developer portal, adaptation and innovation sandbox, data analytics, payment gateway, test automation, CRM, estate management, Wallets for UPI Pay and Bill Pay, automated underwriting. Open Source software products were reviewed, explored and then used for highly scalable and available systems. An open technology stack was used to architect a high performance and scalable financial fraud and risk management.

For and on behalf of the Corporate Social Responsibility Committee

Place : Kolkata Date : 30 April, 2019

Sd/Sd/Rajnit Rai Jain Mr. Shital Kumar Chairman of CSR Committee Member of CSR Committee Chairman & Managing Director Director (DIN: 00122942) (DIN: 00047474)

106[|] Annual Report 2018-2019

RS Software (India) Limited[|] 107

Annexure ‘H’

Corporate Governance and Disclosures

Benefits derived as a result of :
- The efforts are translating to transforming Indian society towards adoption of digital payments. These are translating to business growth with existing customers as well as build a rich service portfolio for new customer accounts. Going ahead the company plans to actively acquire new customers using the knowledge and competency acquired. The effort is effective in launching RS in platform business and data analytics based engagements. It helps change the market perception of RS branding from technology services provider to business service provider.
C. Earnings and Expenditures in Foreign Currency
Initiatives like increasing : Nil

exports, development of new export markets etc. to earnings in foreign currency

Earning in Foreign Currency : 4,598.42 (INR in Lacs)
Expenditure in Foreign : 4,716.06 Currency (INR in Lacs)

For and on behalf of the Board of Directors

Sd/-

Rajnit Rai Jain Chairman & Managing Director (DIN: 00122942)

Place: Kolkata Date: 30 April, 2019

Good governance facilitates efficient, effective and entrepreneurial management that can deliver stakeholder value over the longer term. It is about commitment to values and ethical business conduct. It is a set of laws, regulations, processes and customs affecting the way a company is directed, administrated, controlled or managed.

Good corporate governance underpins the success and integrity of the organizations, institutions and markets. Corporate Governance is a combination of voluntary practices and compliance with laws and regulations leading to effective control and management of the organization. Good Corporate Governance leads to long term Shareholder value and enhances interest of other Stakeholders. It is one of the essential pillars for building an efficient and sustainable environment.

The Company recognizes that good Corporate Governance is a continuous exercise and always acts as a good corporate citizen which is inherent in the culture of the Organization. The Company believes in good and ethical Corporate Governance practices and follows the same by adopting fairness, transparency and accountability in all its operations as an on-going exercise. The Company believes that these aspects by and large set out for adequate, appropriate and timely corporate disclosures on relevant matters consistent with ethical business conduct by the Corporate Management so as to turn out performance which is fair, true and transparent and takes as much care of the interests of the Corporate Management as of its various stakeholders including shareholders, employees, debtors and creditors and is equally responsive to the requirements of various governmental and regulatory agencies.

A. MANDATORY DISCLOSURES

1. COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

The Corporate Governance philosophy of the Company is as follows:
�� law. Corporate Governance standards should go beyond the law.
�� levels. When in doubt, disclose it.
�� and corporate resources.
�� the Company is running internally.
�� solely by business needs.
�� Company operates.
�� not the owner.

Corporate Governance is an integral part of the philosophy of the Company in its pursuit of excellence, growth and value creation. In addition to complying with the statutory requirements, effective governance systems and practices towards improving transparency, disclosures, internal control and promotion of ethics at work place have been institutionalized. The Company recognizes that good governance is a continuing exercise and reiterates its commitment to pursue highest standards of Corporate Governance in the overall interest of all its stakeholders.

THE BOARD OF DIRECTORS

The Board of Directors determines the purpose and values of the Company. The primary role of the Board is that of trusteeship so as to protect and enhance stakeholders’ value through the strategic supervision of the Company and its subsidiaries.

BOARD SIZE AND COMPOSITION

The Board of Directors (“Board”) of the Company has an optimum combination of Executive and Non-Executive Directors with a Woman Director and Independent Directors, and not less than Fifty percent of the Board of Directors comprising Non-Executive Directors who have in-depth knowledge of the business. Your Company has 5 (Five) Directors consisting of 2 (Two) Promoter Directors of which 1(One) is an Executive Director who is designated as Chairman & Managing Director, 1(One) Women Director who is Non-Executive Non Independent Director and three Non-Executive Independent Directors. During the fiscal year the Board met on 5 (Five) times on 19 April, 2018, 26 July, 2018, 9 October, 2018, 22 January, 2019 and 29 January, 2019 as per the statutory requirements.

The maximum time gap between any consecutive meetings did not exceed 120 (One Hundred Twenty) days.

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In Compliance with Regulation 25 of SEBI Listing Regulations, 2015, none of the Directors on the Board serve as an Independent Director of more than 7 (Seven) listed companies across all companies under which he/she is Director. Further, the Director on the Board serving as a Whole time Director/ Managing Director in a listed company is not serving as an Independent Director of more than 3 (Three) listed companies across all companies in which he is a Director.

Further in compliance with Section 165 of the Companies Act, 2013, none of the Directors on the board hold directorship in more than 20 (Twenty) companies at the same time with the directorship in public companies not exceeding 10 (Ten). All the Directors have made necessary disclosures regarding directorship/committee positions occupied by them in other listed entities / public limited companies (Whether listed or not) in accordance with Regulation 25 and 26 of SEBI Listing Regulations, 2015.

The Composition of the Board of Directors as on 31 March, 2019 is in conformity with the provision of Section 149 of the Companies Act, 2013 and Regulation 17(1) of the SEBI Listing Regulations, 2015. As per the Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 every listed entity having Executive Chairperson shall have at least half of the board members as Independent Directors. The details of the Board of Directors as on 31 March, 2019 are as under:

Sl. No.	Name of Directors	DIN	Category
1.	Mr. RAJNIT RAI JAIN (Chairman & Managing Director)	00122942	Executive Director
2.	Mr. SHITAL KUMAR JAIN	00047474	Independent Director
3.	Mr. RAJASEKAR RAMARAJ	00090279	Independent Director
4.	Mrs. SARITA JAIN	00206743	Non-Executive Director
5.	Mr. RICHARD NICHOLAS LAUNDER	03375772	Independent Director

Mr. Shital Kumar Jain is also the director of PNB Housing Finance Limited, a listed entity. None of the other directors are directors of other listed companies.

In accordance with the provision of Companies Act, 2013 and clarifications/ circulars issued from time to time, the Company has appointed Mr. Shital Kumar Jain (DIN 00047474), Mr. Rajasekar Ramaraj (DIN 00090279) and Mr. Richard Nicholas

Launder (DIN 03375772), as Independent Directors of the Company to hold office for a period of 5(Five) consecutive years from the date of the Twenty Sixth Annual General Meeting of the Company held on 18 July, 2014. The company has proposed to pass resolution for their re-appointment as Independent directors for the second term to hold office for a period of 5 (five) consecutive years with effect from 1 April, 2019 to 31 March, 2024,through Postal ballot vide Notice dated 30 April, 2019.

All the Independent Directors of the Company had furnished a declaration at the time of their appointment/ reappointment as also annually that they qualify the tests of their being independent as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations, 2015. All the requisite declarations were placed before the Board. In the opinion of the Board, all the existing Independent directors as well as those who are proposed to be appointed through the said postal ballot, fulfills the condition specified in SEBI Listing regulations and are independent of the management.

The Board has various Committees viz. Audit committee, Nomination and Remuneration committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee in addition to few internal committees. All observations, recommendations and decisions of the committee are placed before the Board for information or approval as the case may be. Further, during the year, the Board of Directors has accepted all the recommendation of the Board Committees.

MEETING OF INDEPENDENT DIRECTOR (IDS)

In terms of provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall meet at least once in a year without the presence of the Chairman & Managing Director and other Non-Executive & Non-Independent Directors and the Management Team. The Independent Directors met on 22 January, 2019 without the presence of the Chairman & Managing Director and other NonExecutive & Non-Independent Directors and the Management Team. The meeting was attended by all the Independent Directors and enables them to and inters- alia discussed:

�� and the Board as a whole
�� company, taking into account the views of executive directors and non-executive directors

various Board Committees viz. Audit Committee, Stakeholder’s Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Executive Committee was evaluated.

�� information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the year under review, the Independent Directors of your Company reviewed the performance of Non-Independent Directors and Chairperson of your Company, taking into account the views of Executive Directors and Non-Executive Directors.

FAMILIARIZATIONS PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of the Listing Regulations the Company has conducted the Familiarization Programme for Independent Director and provided with necessary documents, report and internal policies to enable them to familiarize with the Company including the nature of the industry in which the Company operates, business model of the Company, roles, rights, responsibilities of IDs and any other relevant information. The details of familiarization programme conducted during the year is being hosted on the website of the company at www. rssoftware.com

The Board as a whole is an integrated, balanced and cohesive unit where diverse views are expressed and dialogued when required, with each Director bringing professional domain knowledge to the table. All Directors are participative, interactive and communicative.

The information flow between your Company’s Management and the Board is complete, timely with good quality and sufficient quantity.

PERFORMANCE EVALUATION

During the year, the Board has carried out an annual evaluation of its own performance, performance of the Directors, as well as the evaluation of the working of its Committees.

Key Skills/Expertise/Competence of the Board of Directors

The Board of directors of the Company comprises qualified member who bring in the required skills, expertise and competence to allow them to make effective contribution to the Board and its committees. The Board members are committed to ensuring that the Board is in well compliance with the highest standards of Corporate Governance.

The Nomination & Remuneration Committee of your Company has formulated and laid down criteria for Performance Evaluation of the Board (including Committees) and every Director (including Independent Directors) pursuant to provision of Section 134, Section 149 read with Code of Independent Directors (Schedule IV) and Section 178 of the Companies Act, 2013 and under Regulation 19(4) read with Part D of Schedule II of the SEBI Listing Regulations, 2015 with Stock Exchanges.

In terms of SEBI Listing Regulations, 2015, the company identified the following list of core skills/expertise/competencies as is required in the context of company’s business(es) and sector(s) for it to function effectively and those which are actually available with the Board:

Based on these criteria, the performance of the Individual Directors (including Independent Directors), the Board and

Skills/Expertise/ Competence	Details
Behavioral	Fulflling a director’s duties and responsibilities, putting the organization’s interests before personal interests, acting ethically, active contributor, collaborative, performance oriented and professional.
Financial	Qualifcations and/or experience in accounting and/or fnance and the ability to analyze key fnancial statements, leadership of a fnancial frm or management of the fnance functions of an expertise, resulting in profciency in complex fnancial management, capital allocation, and fnancial reporting processes, or experience in actively supervising a principal fnancial ofcer, auditor or person performing similar functions.
Diversity	Representations of gender, ethic, geographic, cultural or other prospective that expands the Board’s understanding of the needs and viewpoints of the company’s customers, partners, employees, governments, and other stakeholders worldwide.
Industry	Experience in the fnancial services sector in which the company operates. Experience in driving business successfully around the world, with an understanding of diverse environments, economic conditions, cultures, and a broad perspective on global opportunities.

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Skills/Expertise/ Competence	Details
Technology	Signifcant backgrounds in technology, resulting in knowledge of how to anticipate technological trends, innovations and extend or create new business models.
Strategic Expertise	Ability to understand, critically access and review business strategies including acquisitions and other business combinations.
Board Service and Governance	Service on a public company board to develop insights and maintain board and management accountability, protects shareholder interests and observingappropriategovernancepractices.

Further in the table below, the specific areas of skills/ expertise/competencies of individual Board members have been highlighted.

Name of Director		Skills/ Expertise/Competencies	Skills/ Expertise/Competencies	Skills/ Expertise/Competencies	Skills/ Expertise/Competencies	Skills/ Expertise/Competencies	Skills/ Expertise/Competencies
	Behavioral	Financial	Diversity	Industry	Technology	Strategic Expertise	Board Service and Governance
Mr. Rajnit Rai Jain	�	�	�	�	�	�	�
Mr. Shital Kumar Jain	�	�	�	�	-	�	�
Mrs. Sarita Jain	�	-	-	�	-	�	�
Mr. Rajasekar Ramaraj	�	�	�	�	�	�	�
Mr. Richard Nicholas Launder	�	�	�	�	�	�	�

COMPOSITION, CATEGORY AND OTHER RELEVANT DETAILS OF DIRECTORS ALONGWITH ATTENDANCE OF EACH DIRECTOR AT THE MEETING OF THE BOARD OF DIRECTORS AND THE LAST ANNUAL GENERAL MEETING

The table below gives the details of Directors attendance at the Board Meetings and at the last Annual General Meeting and information regarding Directorship, Committee Membership and Chairmanship in other Companies:

Name of Director	Attendance Particulars	Attendance Particulars	Attendance Particulars		Number of other Directorship, Committee Membership and Chairmanship	Number of other Directorship, Committee Membership and Chairmanship	Number of other Directorship, Committee Membership and Chairmanship	No. of shares and convertible instruments held *	Relation- ship with other Directors
	Board Meetings		Category	Last AGM	Other Directorship @	Committee Member- ship #	Committee Chairman- ship #
	Held	Attended
Mr. Rajnit Rai Jain	5	5	Executive Director (Chairman & Managing Director)	Yes	-	2	-	10035648	Husband of Mrs. Sarita Jain
Mr. Shital Kumar Jain	5	2	Non- Executive & Independent Director	No	2	2	2	Nil	-
Mrs. Sarita Jain	5	4	Non-Executive Director	No	-	-	-	3,66,544 Equity Shares	Wife of Mr. Rajnit Rai Jain
Mr. Rajasekar Ramaraj	5	3	Non- Executive & Independent Director	Yes	2	2	-	68,400 Equity Shares	-
Mr. Richard Nicholas Launder	5	2	Non- Executive & Independent Director	Yes	-	1	-	48,400 Equity Shares	-

@ Excludes directorships held in Foreign Companies, Section 8 Companies and Private Companies.

Only Audit Committee and Stakeholders’ Relationship Committee of Public Limited Companies, whether Listed or not including the reporting company had been considered as per Regulation 26 of SEBI (LODR) 2015.
Represents number of shares and convertible instruments held by the Directors as on 31.03.2019.

CODE OF CONDUCT

The Company has adopted a Code of Conduct specifically for the members of the Board of Directors and/or members of the Senior Management of the Company, which sets out as follows:

The Company’s Code of Conduct is available on the company’s website www.rssoftware.com and on the web link http://www. rssoftware.com/pdfs/RS-Software-Code-of-Conduct.pdf. It is hereby declared that the company has obtained from all Board Members and Senior Executives an affirmation that they have complied with the Code of Conduct for financial year 2018-19.

3. AUDIT COMMITTEE

COMPOSITION

Pursuant to section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations, 2015 the Audit Committee is constituted with 2 (Two) Non-Executive Independent Directors and 1(One) Executive Director who is the Chairman & Managing Director of the Company.

The constitution of the Committee, number of meetings held and attendance of the members are given below:-

Name of Members	Category	Attendance at Audit Committee Meetings	Attendance at Audit Committee Meetings
		Held	Attended
Mr. Shital Kumar Jain (Chairman of the Audit Committee)	Non –Executive & Independent Director	4	2
Mr. Rajnit Rai Jain	Executive Director	4	4
Mr. Rajasekar Ramaraj	Non- Executive & Independent Director	4	3
Mr. Richard Nicholas Launder	Non- Executive & Independent Director	4	2

Mr. Vijendra Kumar Surana, the Company Secretary acts as the Secretary to the Audit Committee.

MEETINGS:

4 (Four) meetings of the Audit Committee were held during the year 2018-19 on 19 April, 2018, 26 July, 2018, 9 October, 2018 and 22 January, 2019 and the necessary quorum was present in all the meeting as required under SEBI Listing Regulations, 2015. The maximum time gap between two consecutive meetings did not exceed 120 (One Hundred Twenty) days. The representatives of the Statutory Auditors are permanent invitees to the Audit Committee Meetings.

TERMS OF REFERENCE:

The Audit Committee of the Board is constituted in compliance with the provisions of section 177 of Companies Act 2013 read

with regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

The committee shall act in accordance with the terms of reference specified by board which shall, inter alia, include—

Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
Recommendation to the Board for appointment, reappointment, remuneration, terms of appointment of Auditor and if required the replacement or removal of Auditors of the Company.
Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors
Reviewing and monitor the auditor’s independence and performance, and effectiveness of audit process.
Reviewing with management, performance of Statutory & Internal Auditor, adequacy of Internal Control System, scope of audit and note the observation of Auditors.
Examination & review of the Annual financial statement, auditors’ report with management before submission to board with particular reference to :
Matters required being included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub section 3 of section 134 of the Companies Act, 2013.
Changes, if any, in accounting policies and practices and reasons for the same.
Major accounting entries involving estimates based on the exercise of judgment by management.
Significant adjustments made in the financial statements arising out of audit findings.
Compliance with listing and other legal requirements relating to financial statements.
Disclosure of any related party transactions.
modified opinion in the draft audit report.
Review, approve or any subsequent modification of transactions of the company with related parties and to grant omnibus approval for related party transactions which are in the ordinary course of business and on an arm’s length pricing basis subject to the approval of the Board

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Reviewing with management quarterly, half yearly financial statement before submission to the board for approval;
Valuation of undertakings or assets of the company, wherever it is necessary;
Evaluation of internal financial controls and risk management systems;
Reviewing with the management, the statement of uses /application of funds raised through an issue & other related matter and make appropriate recommendations to the Board to take up steps in this matter.
Discussion with Statutory Auditor before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.
The review the functioning of Vigil Mechanism /Whistle Blower Policy adopted for Directors & employees of the company to report their genuine concerns and shall have direct access to the chairperson of the Audit Committee in appropriate or exceptional cases
Scrutiny of Inter corporate Loans & Investments.
Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
Discussion with internal auditors any significant findings and follow up there on.
Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.
Approval or any subsequent modification of transactions of the listed entity with related parties;
Approval of appointment/ removal including terms of remuneration of Chief Financial Officer. (i.e., the wholetime Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
�� in Section 177 of the Companies Act, 2013, Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI Listing Regulations, 2015.

During the Financial Year 2018-19, total fees for all services paid by the Company and its subsidiaries, on a consolidated basis to the statutory Auditor and all entities in the network firm/ network entity of which Statutory Auditor is a part aggregated to H 3.90 lacs (Rupees Three Lacs Ninety Thousand only).

4. STAKEHOLDERS RELATIONSHIP COMMITTEE

COMPOSITION

The Stakeholders Relationship Committee comprises of 2 (Two) Directors, Mr. S.K. Jain (Non- Executive & Independent Director) who is the Chairman of the Committee and Mr. R.R. Jain (Chairman & Managing Director of the Company) and Mr. Vijendra Kumar Surana, CFO & Company Secretary, who acts as Secretary to this Committee.

The constitution of the Committee, number of meetings held and attendance of the members are given below:-

Name of Members	Category	Attendance at Stakeholder’s Relationship Committee Meetings	Attendance at Stakeholder’s Relationship Committee Meetings
		Held	Attended
Mr. Shital Kumar Jain (Chairman of the Committee)	Non –Executive & Independent Director	4	2
Mr. Rajnit Rai Jain	Executive Director	4	4
Mr. Rajasekar Ramaraj	Non- Executive & Independent Director	4	2

Meetings:

During the year 2018-19, the Committee met 4 (Four) times on 18 April, 2018, 26 July, 2018, 9 October, 2018 and 21 January, 2019.

Terms of Reference

The Committee has been formed to undertake following activities:

Oversee and review all matters connected with the transfer of the Company’s securities.
Oversee the performance of the Company’s Registrars and Transfer Agents.
Carry out any other function as is referred by the Board from time to time and / or enforced by any statutory

notification / amendment or modification as may be applicable.

Perform such other functions as may be necessary or appropriate for the performance of its duties.
Consider, resolve and monitor redressal of investors’ / shareholders’ grievances related to transfer of shares, nonreceipt of Annual Report, non-receipt of declared dividend etc.
Monitor implementation and compliance with the Company’s Code of Conduct for Prohibition of Insider Trading.

INVESTORS’ GRIEVANCES

During the Financial Year ended 31 March, 2019, the Company received complaint from the Shareholders / Investors of the Company as given below:

Particulars Details Number of complaint at the beginning of Nil the year Number of Shareholder’s Complaints 3 received during the year Number of complaint not solved to the Nil satisfaction of shareholders Number of pending complaints at the end Nil of the year

SEBI SCORES

During the year company has received 3 complaints from SCORES which are fully resolved and no complaints are pending to be resolved as on date.

NAME, DESIGNATION AND ADDRESS OF COMPLIANCE OFFICER:

Mr. Vijendra Kumar Surana CFO & Company Secretary R S Software (India) Limited ‘FMCFORTUNA’, 1st Floor, A-2, 234/3A, A.J.C. Bose Road, Kolkata - 700020

5. NOMINATION & REMUNERATION COMMITTEE: COMPOSITION:

Pursuant to the provisions of section 178 of the Companies Act, 2013 and as per Regulation 19 of the SEBI Listing Regulations, 2015 the Nomination & Remuneration Committee of the Company comprises of Mr. Rajasekar Ramaraj, Mr. Shital Kumar Jain and Mr. Richard Nicholas Launder, Non-Executive Independent Directors and Mr. Rajnit Rai Jain, Executive Director. Mr. Rajasekar Ramaraj acts as Chairman of the Committee.

The constitution of the Committee, number of meetings held and attendance of the members are given below:-

Name of Members	Category	Attendance at Nomination & Remuneration Committee Meetings	Attendance at Nomination & Remuneration Committee Meetings
		Held	Attended
Mr. Rajasekar Ramaraj (Chairman of the Committee)	Non –Executive & Independent Director	3	2
Mr. Rajnit Rai Jain	Executive Director	3	3
Mr. Shital Kumar Jain	Non- Executive & Independent Director	3	2
Mr. Richard Nicholas Launder	Non-Executive & Independent Director	3	2

MEETINGS:

During the year 2018-19 the Committee met 3 (Three) times on 18 April, 2018, 27 July, 2018 and 9 October, 2018 and the necessary quorum was present in all the meeting as required by SEBI Listing Regulations, 2015.

TERMS OF REFERENCE:

The committee is primarily responsible for:

Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, KMP and other employees
Whether to extend or continue the term of appointment of the independent director, on the basis of the report of evaluation of independent directors.
Identifying and assessing potential individuals in accordance with the Criteria laid down for appointment and re-appointment as Directors / Independent Directors on the Board and as Key Managerial Personnel / senior management and recommend to the Board their appointment and removal
Formulate the criteria for performance evaluation of independent directors and the Board of directors.
Devise a policy on Diversity of Board of Directors.
Periodically reviewing the size and composition of the Board to ensure that the structured commensurate with the requirement of the company.

Other matters specified for Nomination and Remuneration Committee in Section 178 of the Companies Act, 2013

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Companies (Meetings of Board and its Powers) Rules, 2014 and under SEBI Listing Regulations, 2015

Further this Committee recommends and reviews the Compensation packages of the individuals and grant of ESOP to eligible candidates. The Compensation Policy is directed towards rewarding performance based on review of achievements on a periodical basis and has the overall approval from the Board of Directors.

PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and based on SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/4 dated 5 January, 2017, the Board followed the formal mechanism for evaluating its annual performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process, whereby a structured questionnaire were prepared covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the NonIndependent Directors were carried out by the Independent Directors. Independent Directors’ performance is evaluated based on their qualification, experience, knowledge and Quality of contribution to Board deliberations, ability to fulfill allotted functions / roles, attendance at meetings, Strategic perspectives or inputs regarding future growth/performance of the Company.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

The N&R Committee considers the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.

Diversity of the Board.
Demonstrable leadership skills;
Commitment to high standards of ethics, personal integrity and probity;
Commitment to the promotion of equal opportunities, community cohesion and health and safety in the workplace;
Having continuous professional development to refresh knowledge and skills.
Degree holder in relevant disciplines;
Experience of management in a diverse organization;
Excellent interpersonal, communication and representational skills

REMUNERATION POLICY

Remuneration policy of the RS Software (India) Ltd applies to the members of the Board of Directors (“Board”), Key Managerial Personnel (“KMP”) and the Senior Management Personnel (SMP or “LT”) and other employees of the Company.

A transparent, fair and reasonable process for determining the appropriate remuneration at all career levels and roles as prevalent in the Company is required to ensure that the shareholders remain informed and confident about the management of the Company.

REMUNERATION POLICY FOR DIRECTORS

��

The Company follows a policy on remuneration of Directors and Senior Management Employees. NonExecutive Directors shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Nomination and Remuneration Committee have formulated the criteria for determining qualifications, positive attributes, and independence of a Director in line with the requirements as given under Schedule IV of the Companies Act, 2013. All the Independent Directors have been appointed based on such criteria.

Name of Non- Executive Directors	Sitting fees (Hin Lakhs)	Sitting fees (Hin Lakhs)
	Board Meeting	Committee Meeting
Total	4.40	12.00

Non-Executive Directors did not draw any remuneration from the Company. Sitting fees to Non-executive and Independent Directors is being paid for each meeting of the Board and Committees attended by them.

None of our Non-Executive Directors has any pecuniary relationship or transaction with the Company, except to the extent of shareholding, if any in the Company.

��

��

The Nomination and Remuneration Committee takes into account experience, qualification and prevailing industry practices before giving its recommendation to the Board. On recommendation of the Nomination and Remuneration Committee, the Board decides remuneration to be paid to Executive Director, subject to approval of shareholders in terms of provisions of the Companies Act, 2013, read with Schedule V thereof. The Committee aims towards rewarding, on the basis of performance and reviews on a periodical basis. No sitting fee is being paid to the Executive Director.

The sitting fees paid to the Non-Executive Directors during the Financial Year 2018-19 are as under:

Name of Non- Executive Directors	Sitting fees (Hin Lakhs)	Sitting fees (Hin Lakhs)
	Board Meeting	Committee Meeting
Mrs. Sarita Jain	1.60	0.00
Mr. Shital Kumar Jain	0.80	3.20
Mr. Rajasekar Ramaraj	1.20	4.80
Mr. Richard Nicholas Launder	0.80	4.00

REMUNERATION TO EXECUTIVE DIRECTOR

Name of the Director	Basic Salary	House Rent Allowance	Retiral Beneft	Other Allowances (Medical Allowance)	Sitting Fees	Stock Option Details	Total Amount Paid (HIn Lakhs)
Mr. Rajnit Rai Jain, Chairman & Managing Director	36.00	18.00	4.32	1.84	-	-	60.16

(i) The above details of remuneration or fees paid are all elements of remuneration package of individual directors summarized under major groups.

(ii) Remuneration payable to Executive Director consists of fixed as well as variable. The fixed pay consists of Basic, HRA and Retiral Benefit.

(iii) No Stock Option, Performance linked incentives and severance fees are given to Directors. No service contracts were entered into with Directors.

Name of Members	Category	Attendance at CSR Committee Meetings	Attendance at CSR Committee Meetings
		Held	Attended
Mr. Rajnit Rai Jain (Chairman of the Committee)	Executive Director	1	1
Mr. Shital Kumar Jain	Non –Executive & Independent Director	1	-
Mr. Rajasekar Ramaraj	Non- Executive & Independent Director	1	1

6. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE: COMPOSITION:

Pursuant to the provisions of section 135 of the Companies Act, 2013, the Corporate Social Responsibility Committee of the Company comprises of 2 (Two) Non-Executive Independent Directors and 1 (One) Executive Director, who is the Chairman of the Committee.

The Committee is responsible for monitoring the Corporate Social Responsibility Policy (CSR Policy) of the Company from time to time, instituting a transparent monitoring mechanism for implementation of the CSR projects for programs or activities undertaken by the Company etc. The Company’s CSR Policy is available on the company’s website www.rssoftware.com.

MEETINGS:

During the financial year 2018-19, the Committee had met once on 22 January, 2019.

The constitution of the Committee, number of meetings held and attendance of the members are given below:-

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Name of Members	Category	Attendance at Executive committee Meetings	Attendance at Executive committee Meetings
		Held	Attended
Mr. Rajnit Rai Jain (Chairman of the Committee)	Executive Director	4	4
Mr. Shital Kumar Jain	Non-Executive & Independent Director	4	2
Mr. Rajasekar Ramaraj	Non-Executive & Independent Director	4	2
Mr. Richard Nicholas Launder	Non-Executive & Independent Director	4	4

To monitor the implementation of the CSR Policy of the Company from time to time.

TERMS OF REFERENCE:

To approve the Corporate Sustainability Reports and oversee the implementation of sustainability activities.
The Committee reviews the operations of the company and directs the strategy of the company with focus on growth.
EXECUTIVE COMMITTEE:

COMPOSITION:

It reviews the company from different aspects with respect to Sales, Delivery and other Processes.
The Executive Committee of the Company comprises of 3 (Three) Non-Executive Independent Directors and 1 (One) Executive Director, who is the Chairman & Managing Director of the Company.
It guides the market directions and future strategy of the Company.

MEETINGS:

The constitution of the Committee, number of meetings held and attendance of the members are given below:-

4 (Four) meetings of the Executive committee were held during the year 2018-19 on 18 April, 2018, 26 July, 2018, 9 October, 2018 and 21 January, 2019

8. GENERAL BODY MEETINGS

The location and time of the Annual General Meetings held and details of Special Resolution passed thereat during the preceding 3 years are as follows:

YEAR	DAY, DATE & TIME	VENUE	SPECIAL RESOLUTION PASSED
2015-16	Thursday, 21 July, 2016 at 11:30 a.m.	‘Rabindra Tirtha’, 33-1111, Major Arterial Road, 3rd Rotary, New Town, Kolkata-700156	1) To approve Company’s Employee Stock Option Scheme 2016 (ESOP Scheme 2016)
2016-17	Friday, 21 July, 2017 at 11:30 a.m.	‘Rabindra –Okakura Bhawan, Paschimbanga Bangla Academy, 27A/1 DD Block, Salt Lake City, (Near City Centre, Salt Lake), Kolkata-700 064	1) To re-appoint Mr. Rajnit Rai Jain (DIN: 00122942) as Chairman and Managing Director.
2017-18	Friday, 27 July, 2018 at 11:30 a.m.	‘Rabindra Tirtha’, 33-1111, Major Arterial Road, 3rd Rotary, New Town, Kolkata-700156	-

��

During the Financial Year 2018-19, no special resolution passed through Postal Ballot.

There is proposal for passing resolution through postal ballot vide notice dated 30 April, 2019 for the following businesses complying with the provisions of the Companies Act, 2013:

Sl. No.	Details	Resolution
1.	Approval for Appointment of Mr. Shital Kumar Jain as a Non-Executive and Independent Director of the Company after 31 March, 2019 pursuant to Regulation 17(1A) of SEBI Listing Regulations, 2015.	Special Resolution
2.	Appointment of Mr. Shital Kumar Jain (DIN 00047474) as an Independent Director of the Company	Special Resolution
3.	Appointment of Mr. Rajasekhar Ramaraj (DIN 00090279) as an Independent Director of the Company.	Special Resolution
4.	Appointment of Mr. Richard Nicholas Launder (DIN 03375772) as an Independent Director of the Company.	Special Resolution
5.	Approve the borrowing limit under Section 180(1)(c) of the Companies Act, 2013.	Special Resolution
6.	Approve the limits under Section 180 (1) (a) of the Companies Act, 2013.	Special Resolution

No Extraordinary General Meeting of the members was held during the financial year 2018-19.

�� AND STRICTURES IMPOSED ON THE COMPANY BY STOCK EXCHANGES OR SEBI OR ANY STATUTORY AUTHORITY, ON ANY MATTER RELATED TO CAPITAL MARKETS, DURING THE LAST THREE YEARS.
CODE FOR PREVENTION OF INSIDER TRADING

The Company has comprehensive guidelines on prevention of insider trading in line with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code of Conduct to Regulate, Monitor and Report Trading by Insiders (‘Insider Trading Code’) for prevention of insider trading inter-alia prohibits purchase / sale of shares of the Company by employees / Directors while in possession of unpublished price sensitive information in relation to the Company. The Compliance Officer is responsible for implementation of the Code. During the year under review there has been due compliance with the said code. All Board Directors and the designated employees have confirmed compliance with the Code. The said code is available on the website of the company.

There was no such non-compliance by the listed entity. Further no penalties or strictures have been imposed on the company by stock exchange(s) or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

��
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.

10. DISCLOSURES

��
All contracts/ arrangements/ transactions entered by the Company during the financial year with the related party were in ordinary course of business and on an arm’s length basis. There were no materially significant related party transactions with related parties i.e. Promoters, Directors or the Management, their subsidiaries or relatives conflicting with the Company’s interests, save and except as mentioned in the Schedule of Accounts.

A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The mechanism also provides for adequate safeguards against victimization of employees 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 releases employees from their duty of confidentiality in the course of their work nor 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. The Company’s Whistle Blower Policy is available on the company’s website www. rssoftware.com.

The Company has formulated Related Party transactions (RPT) Policy pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which provides a framework to regulate transaction between the Company and its related parties based on laws and regulations applicable to the Company. The Company’s RPT Policy is available on the company’s website www.rssoftware.com..

Every Related Party Transactions are subject to the prior approval of the Audit Committee in compliance with the conditions contained in Reg. 23(2) of the Listing Regulations.

118[|] Annual Report 2018-2019

RS Software (India) Limited[|] 119

�� ADOPTION OF THE NON –MANDATORY REQUIREMENTSAND DISCRETIONARY REQUIREMENTS:

The Company has complied with the mandatory requirements as stipulated in SEBI LODR Regulations, 2015 with the Stock Exchanges.

Further the company has adopted various non mandatory requirements and discretionary requirements under Regulation 27 of SEBI Listing Regulations, 2015 as disclosed below:

Chairman of The Chairman of the Company is an Executive the Board : Director and hence this provision is not applicable to us.

Shareholder We display our quarterly and half yearly results Rights on our web site www.rssoftware.com and also publish our results in widely circulated newspapers. We publish the voting results of shareholder meetings and make it available on our website www.rssoftware.com, and report the same to Stock Exchanges in terms of Regulation 44 of the Listing Regulations.

Modified The Auditors have issued an un-modified opinion(s) in opinion on the Financial Statements of the audit report Company Separate Mr. Rajnit Rai Jain is the Executive Chairman posts of and Managing Director of the Company. Chairman The Company’s Board consists of majority of and CEO Independent Directors.

Reporting of The Internal Auditor of the Company is a Internal Audit permanent invitee to the Audit Committee Meetings and regularly attends the meetings for reporting audit finding to the Audit Committee.

POLICY DETERMINING ‘MATERIAL’ SUBSIDIARIES:

The Company does not have any material subsidiary as defined under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DISCLOSURE OF COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED IN CHAPTER IV OF LISTING REGULATIONS

The company has fully complied with the Applicable requirements specified under regulation 17 to 27 and clause (b) to (i) of Sub regulation (2) of regulation 46 of SEBI (LODR) Regulation 2015. The disclosure of the said has being made in the section of this Corporate Governance Report.

There has been no such non compliance of any requirement of Corporate Governance Report.

��

��

The Company Secretary in practice carried out a Reconciliation of Share Capital Audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

��

��

INFORMATION AND FOR MAKING DISCLOSURES TO STOCK EXCHANGES:

Pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015, the Board of Directors of the Company have formulated and adopted the Policy for determining Materiality of an event or information and for making disclosures to Stock Exchanges which is effective from 1 December, 2015 and same is available on the company’s website www.rssoftware.com and on the web link http://www.rssoftware.com/investors#corporate_ governance .

The Board of Directors of the Company has authorized Company Secretary & Chief Financial Officer to determine materiality of an event or information and for making disclosures to Stock Exchanges under the said regulation.

CODE OF CONDUCT FOR BOARD AND SENIOR MANAGEMENT PERSONNEL:

The Board of Directors has adopted the Code of Conduct for Directors and Senior Management Personnel and the said code is uploaded on the website of the company at http://www.rssoftware.com/ pdfs/RS-Software-Code-of-Conduct.pdf All the Board members and senior management personnel have confirmed compliance with the code .Affirmation regarding compliance of the Code of Conduct by the CEO of the Company has been published elsewhere in this Annual Report.

CEO/ CFO CERTIFICATION:

The CEO (Managing Director) and CFO of the Company have certified to the Board of Directors, inter alia, the accuracy of financial statements and adequacy of internal controls for the financial reporting as required under Regulation 17(8) of the Listing Regulations for the year ended 31 March, 2019.

CERTIFICATION REGARDING NON-DISQUALIFICATION OR NONDEBARMENT OF DIRECTORS:

The Company has obtained a certificate from Mr. Mohan Ram Goenka (Membership No. FCS 4515, Certificate of Practice No. 2551) certifying that none of the directors on the board of the company

have been debarred or disqualified from being appointed or continuing as directors of the Company by Securities and Exchange Board of India (SEBI)/ Ministry of corporate Affairs (MCA) or any such Statutory Authority.

COMPLIANCE CERTIFICATE BY PRACTICING COMPANY SECRETARY:

The Company has obtained a certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in Schedule V of the Listing Regulations, which is annexed herewith and forms part of this Annual Report

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION:

Pursuant to Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company, during the year, formulated and adopted the “Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information”. The Code is available on the company’s website www.rssoftware.com.

PROHIBITION OF INSIDER TRADING:

In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time) the Company has adopted a Code of Conduct for regulating, monitoring and reporting of Trading by Insider with a view to regulate trading in securities by the Directors and designated employees of the Company. This policy also provides for periodical disclosures from designated employees as well as preclearance of transactions by such persons. The Compliance Officer is responsible for implementation of the Code. During the year under review there has been due compliance with the said code. All Board Directors and the designated employees have confirmed compliance with the Code. The Code is available on the company’s website www. rssoftware.com.

POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT

Pursuant to the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, your Company has a policy and framework for employees to report sexual harassment cases at workplace and our process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programmes against sexual harassment are conducted across the organization.

The details of complaint for the Financial Year 2018-19 under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 are as under:

No. of complaints No. of Complaints No. of Complaints filed during the disposed of during pending as on the year the year end of the year Nil Nil Nil

COMPLIANCE WITH ACCOUNTING STANDARD:

In the preparation of financial statements, the Company has followed the applicable Indian Accounting Standards (IND AS) issued by the Institute of Chartered Accountants of India to the extent applicable

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

None of shares of the company are lying in the Dematerialization Suspense Account or unclaimed suspense account.

11. MEANS OF COMMUNICATIONS

The Company regularly interacts with the shareholders through the multiple channels of communication such as publication of results, Annual Report, Press Release and the Company’s website. The Company also informs the Stock Exchanges in a prompt manner, all price sensitive information as well as all such other matters which in its, opinion are material and relevant for the shareholders. The Company effectively uses NEAPS (NSE Electronic Application Processing System) and BSE Corporate Compliance & Listing Centre, a web based application designed by National Stock Exchange of India Limited and BSE Limited, respectively, for filing of shareholding pattern, corporate governance report, financial statements and significant corporate announcements thereby saving time, cost and ensuring operational efficiency.

The quarterly, half yearly and Annual Financial Results of the company are sent to the Stock Exchange immediately after they are approved by the Board of Directors and published in the newspaper in India which includes Business Standards (English) – All India Edition and in Eisomoye, vernacular newspaper (Bengali).
The quarterly, half yearly and Annual Financial Results of the company along with Annual Report and other statutory filings are posted on the website of the company www.rssoftware.com. The website also contains information on the businesses of the Company, governance and important policies of the Company
News and press release as available are posted on the website of the company. During the year under review there were no such news releases.
As the company does not have any institutional investors and angel investors, so no presentation made to institutional investors or to the analysts.
Management Discussion & Analysis forms the part of the Annual Report.

TRANSFER OF UNCLAIMED DIVIDEND /SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

Transfer of H 9,02,113 has been made to Investor Education and Protection Fund during the year 2018-19.

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RS Software (India) Limited[|] 121

GENERAL INFORMATION FOR SHAREHOLDERS AND INVESTORS

i.	Corporate Identifcation Number (CIN) of the Company	L72200WB1987PLC043375
ii.	Corporate Head quarter & Registered Ofce	“FMC FORTUNA”, 1st Floor, A-2, 234/3A, A.J.C. Bose Road, Kolkata- 700 020 Phone # 033- 22876254/6255/2281 0106-09 Fax # 033- 22876256 Website: www.rssoftware.com
iii.	Financial Year	1 April to 31 March
iv.	Date time and Venue of Annual General Meeting	26 July, 2019 ‘Rabindra Tirtha’, 33-1111, Major Arterial Road, 3rd Rotary, New Town, Kolkata-700156 Time: 11:30 A.M.
v.	Dividend Payment date	The Companydid not recommend anydividend duringtheyear 2018-19.
vi.	Book Closure for AGM	20 July, 2019 to 26 July, 2019
vii.	Tentative Calendar of Events for the Financial Year 2018-19	First Quarter- July, 2018 Second Quarter- October, 2018 Third Quarter- January, 2019 Financial Year- April, 2019
viii.	Shareholders Services, Enquiries, Complaints	a. Name: Mr. Vijendra Kumar Surana Contact: [email protected] b. Name: Mr. Anindya Sen Contact: [email protected]
ix.	Registrars & Share Transfer Agent	C.B. Management Services (P) Ltd. P-22, Bondel Road, Kolkata- 700019 Phone:033-22806692/ 40116700/ 22823643/ 22870263 Fax:033-40116739
x.	Listing on Equity Shares on Stock Exchanges in India at	Bombay Stock Exchange Ltd., 1st Floor, Phiroze JeejeebhoyTowers, Dalal Street, Mumbai - 400 001
		National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra- Kurla Complex, Bandra (E), Mumbai - 400 051
xi.	Stock Codes	NSE: RSSOFTWARE BSE: 517447
xii.	ISIN for EquityShares	INE165B01029
xiii.	Trading of Equity Shares	Equity Shares are traded at BSE and NSE through a. National Securities Depository Ltd (NSDL), and b. Central Depository Services Ltd (CDSL) The shares of the Companywere not suspended from tradinganytime duringthe fnancialyear 2018-2019.
xiv.	Share Transfer System	Share transfers, transmissions, issue of duplicate share certifcates, issue of share certifcates through sub- division and consolidation are also given efect on fortnightly basis through the ‘Share Transfer Committee’ constituted by the CFO and Company Secretary of the Company. All the formalities relating to transfer, transmission, issue of duplicate share certifcates, issue of share certifcates through sub-division and consolidation approved through ‘Share Transfer Committee’ are ratifed in the subsequent Stakeholders Relationship Committee Meeting and the Minutes of Stakeholders Relationship Committee are placed in the subsequent meeting of the Board of Directors of the Company.

xv.	Custodial fees to Depositories	Custodial fees to NSDL and CDSL paid up-to 31 March, 2019.
xvi.	Listing Fees	Listing fees paid to both the Stock Exchanges where the Company’s equity shares are listed up-to 31 March, 2019.
xvii.	Credit Ratings	Facilities Rating Long Term Bank Facilities CARE BBB+ Short Term Bank Facilities CARE A2 During the year Credit Rating of Long Term Bank Facilities has been revised from CARE A- to CARE BBB+ w.e.f. 1 August, 2018.

a. STOCK MARKET PRICE DATA

The details of monthly high and low price of the Equity Shares of the Company and its comparison to broad based indices BSE Sensex and NSE Nifty for the period 1 April, 2018 to 31 March, 2019 are as follows:
MONTHLY HIGH, LOW & CLOSING SHARE PRICE AT BSE

Month	BSE Ltd.	BSE Ltd.	BSE Ltd.
	High Price	Low Price	Close Price
April, 2018	60.50	51.30	52.85
May, 2018	53.40	42.10	42.95
June, 2018	45.00	33.00	34.50
July, 2018	53.60	34.95	43.35
August, 2018	45.15	36.05	38.90
September, 2018	39.90	25.30	26.25
October, 2018	37.50	25.00	30.70
November, 2018	34.00	28.20	28.85
December, 2018	37.80	28.40	34.20
January, 2019	39.00	29.70	30.65
February, 2019	31.05	25.60	27.15
March, 2019	33.00	27.00	28.25

MONTHLY HIGH, LOW & CLOSING SHARE PRICE AT NSE

Month	BSE Ltd.	BSE Ltd.	BSE Ltd.
	High Price	Low Price	Close Price
April, 2018	60.80	51.60	52.60
May, 2018	53.50	41.95	42.40
June, 2018	44.80	32.10	34.80
July, 2018	53.50	34.30	43.25
August, 2018	45.35	35.10	39.25
September, 2018	40.00	25.25	26.30
October, 2018	37.60	25.00	30.50
November, 2018	33.50	28.15	29.05
December, 2018	37.85	28.25	34.50
January, 2019	38.50	29.65	30.50
February, 2019	31.50	25.70	27.30
March, 2019	33.50	26.65	28.05

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RS Software (India) Limited[|] 123

� PERFORMANCE CHART IN COMPARISON WITH BSE SENSEX

iii. DEMATERIALISATION OF SHARES AND LIQUIDITY AS ON 31 March, 2019:

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----- Start of picture text -----

39000.00 60.00
38000.00
50.00
37000.00
40.00
36000.00
30.00
35000.00
20.00
34000.00
10.00
33000.00
32000.00 0.00
BSE Sensex Share Price
Apr-18May-18 Jun-18 Jul-18Aug-18Sep-18 Oct-18Nov-18Dec-18 Jan-19Feb-19Mar-19
----- End of picture text -----

b. i. DISTRIBUTION OF SHAREHOLDING AS ON 31 March, 2019:

Range	No. of Shareholders	% to Total Shareholders	Issued Share Capital	% to Total Share Capital
1-500	20184	81.05	15031985.00	11.69
501-1000	2582	10.37	9537255.00	7.42
1001-2000	1203	4.83	8877185.00	6.91
2001-3000	369	1.48	4678595.00	3.64
3001-4000	150	0.60	2666350.00	2.08
4001-5000	109	0.44	2537155.00	1.97
5001-10000	172	0.69	6187005.00	4.81
10001 & ABOVE	135	0.54	79026060.00	61.48
TOTAL	24904	100.00	128541590.00	100.00

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----- Start of picture text -----

Nature of Holding
Physical
1%
Dematerialised
99%
----- End of picture text -----

iv. OUTSTANDING GDR/ADR/WARRANTS AND CONVERTIBLE INSTRUMENTS, CONVERSION DATES AND LIKELY IMPACT IN EQUITY: The Company has not issued any GDRs / ADRs / Warrants or other instruments, which are pending for conversion.
v. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES: No such risks or activities to report during the year under review.

c. PLANT LOCATIONS

The Company is engaged in the Software development activities; therefore the Company does not have any Plant Locations.

d. ADDRESS FOR CORRESPONDENCE (REGISTERED OFFICE)

R S Software (India) Ltd.

FMC FORTUNA”, 1st Floor, A-2,

234/3A, A.J.C. Bose Road, Kolkata- 700 020 Phone: 033- 22876254/6255/ 2281 0106-09 Fax: 033- 22876256 Website: www.rssoftware.com CIN: L72200WB1987PLC043375

e. REGISTRAR & SHARE TRANSFER AGENTS

ii. SHARE HOLDING PATTERN AS ON 31 March, 2019:

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----- Start of picture text -----

55.07 4.47 40.46
Promoter & Promoter Group Public Shares held by Employees Trust
----- End of picture text -----

� C.B. Management Services (P) Ltd. P-22, Bondel Road, Kolkata- 700019 Phone: 033- 22806692/ 40116700/ 22823643/ 22870263 Fax: 033-40116739

f. ATTORNEYS & SOLICITORS

Sandersons & Morgans Royal Insurance Buildings, 5, Netaji Subhas Road, Kolkata-700001

Place: Kolkata Date: 30 April, 2019

For and on behalf of the Board of Directors

Sd/-

Rajnit Rai Jain Chairman & Managing Director (DIN: 00122942)

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RS Software (India) Limited[|] 125

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

ANNUAL CERTIFICATE UNDER REGULATION 34(3) READ WITH PART D OF SCHEDULE V OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIRMENTS) REGULATIONS, 2015

The Board of Directors

R S Software (India) Ltd Kolkata

Dear Board Members,

Pursuant to the provisions of Regulation 17 (8) of the Listing Regulation, we hereby certify that:

DECLARATION

As required under Regulation 34 (3) read with Part D of schedule V Of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, I hereby declare that all members of the Board of Directors of the Company and the Senior management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the year ended 31 March, 2019.

(a) We have reviewed the financial statements and the cash flow statement of the Company for the financial year ended 31 March 2019, on standalone and consolidated basis and that to the best of our knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.
(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with the existing accounting standards, applicable laws and regulations.

Place: Kolkata Date: 30 April, 2019

Sd/Rajnit Rai Jain Chairman & Managing Director (DIN: 00122942)

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the financial year 2018-19 which are fraudulent, illegal or violative of the Company’s Code of Conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
(d) We have indicated to the Auditors and the Audit Committee :
(i) significant changes, if any, in internal control over financial reporting during the financial year 2018-19 ;
(ii) significant changes, if any, in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and
(iii) there are no instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or any employee having a significant role in the Company’s internal control system over financial reporting.
(e) To the best of our knowledge during the year the members of the Board of Directors and Senior Management Personnel have affirmed compliance with the code of conduct of Board of Directors and Senior Management.

Sd/Sd/Rajnit Rai Jain Vijendra Surana Place : Kolkata Chairman & Managing Director Chief Financial Officer & Company Secretary Date : 30 April, 2019 (DIN: 00122942) (Membership No. 11559)

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RS Software (India) Limited[|] 127

COMPANY SECRETARY CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

The Members,

R S SOFTWARE (INDIA) LTD.

We have examined the compliance of conditions of Corporate Governance by R.S. Software (India) Limited (hereinafter called the Company) for the Financial Year ended on 31 March, 2019 as stipulated in Regulation 17 to 27, clauses (b) to (i) of Regulation 46 (2), and paragraph C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations, 2015”) and other information as required for this report.
The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination has been limited to a review of the procedures and implementations thereof adopted by the Company for ensuring compliance with the conditions of Corporate Governance as stipulated in the said Regulations. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and based on the representation made by the directors and management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations, 2015.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Restriction on use

This certificate is issued solely for the purpose of complying with the aforesaid regulations and may not be suitable for any other purpose.

For M R & Associates Company Secretaries

To,

The Members, R.S. Software (India) Limited 234 3A, Acharya Jagadish Chandra Bose Road Kolkata-700020

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of R.S. Software (India) Limited having CIN L72200WB1987PLC043375 and having registered office at 234 3A, Acharya Jagadish Chandra Bose Road, Kolkata- 700020 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10 (i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications [including Directors Identification Number (DIN) status at the portal www.mca.gov.in] as considered necessary and explanations furnished to us by the Company & its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31 March, 2019 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

Sr. No.	Name of the Directors	DIN	Date of Appointment in Company
1.	MR. RAJNIT RAI JAIN	00122942	02/12/1987
	MRS. SHITAL KUMAR JAI	00047474	04/12/2006
	MR. RAJASEKAR RAMARAJ	00090279	01/05/2009
	MRS. SARITA JAIN	00206743	20/01/1988
	MR. RICHARD NICHOLAS LAUNDER	03375772	28/07/2009

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

sd/-

Place: Kolkata Date: 30 April, 2019

M R Goenka Partner (C P No.: 2551)

Place : Kolkata Date : 30 April, 2019

For M R & Associates Company Secretaries

sd/M.R. Goenka Partner (FCS No.: 4515) (C P No.: 2551)

128[|] Annual Report 2018-2019

RS Software (India) Limited[|] 129

NOTES:

RESOLVED FURTHER THAT the said Securities may be granted/ allotted directly to such employees/directors of the company and its Subsidiaries in accordance with the ESOP Scheme 2019.

RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed from time to time under the ESOP Guidelines.

RESOLVED FURTHER THAT the new Equity Shares to be issued and allotted by the Company in the manner aforesaid shall rank paripassu in all respects with the then existing Equity Shares of the Company.

By Order of the Board of Directors For R S Software (India) Limited

Registered Office: sd/-

234/3A, A.J.C. Bose Road Vijendra Surana Kolkata – 700 020 CFO & Company Secretary 30 April, 2019 (Membership No. 11559)

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY / PROXIES TO ATTEND AND, TO VOTE ON A POLL INSTEAD OF HIMSELF / HERSELF AND SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY.
A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN AGGREGATE NOT MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY. A MEMBER HOLDING MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON CANNOT ACT AS A PROXY FOR ANY OTHER MEMBER OR SHAREHOLDER.
THE INSTRUMENT APPOINTING THE PROXY, IN ORDER TO BE VALID AND EFFECTIVE SHOULD BE DULY STAMPED, COMPLETED, SIGNED AND DELIVERED AT THE REGISTERED/ CORPORATE OFFICE OF THE COMPANY NOT LATER THAN FORTY-EIGHT HOURS (48 HOURS) BEFORE THE COMMENCEMENT OF THE MEETING. THE PROXY FORM IS ATTACHED HEREWITH. PROXIES SUBMITTED ON BEHALF OF LIMITED COMPANIES, SOCIETIES ETC. MUST BE SUPPORTED BY APPROPRIATE RESOLUTION OR AUTHORITY AS APPLICABLE.
Corporate members intending to send their authorized representatives to attend the meeting are requested to send to the Company pursuant to the provision of Section 113 of the Companies Act, 2013, a duly certified copy of the Board Resolution/ Power of Attorney authorizing their representative(s) to attend and vote on their behalf at the meeting.
In case of joint holders attending the meeting, only such joint holders who are higher in the order of names will be entitled to vote.
Members/proxies/authorized representatives are requested to bring the duly filled Attendance Slip enclosed herewith to attend the meeting.
Members are requested to note that the Company’s equity shares are under compulsory demat trading for all investors, subject to the provisions of SEBI Circular No.21/99 dated 8 July, 1999. Members are, therefore, requested to dematerialize their shareholding to avoid inconvenience in future.
The Register of Members and Transfer Books of the Company will remain closed from Saturday, 20 July, 2019 to Friday, 26 July, 2019 (both days inclusive) for the purpose of Annual General Meeting for Financial Year 2018-19.
Members who have not yet encashed their dividend warrant(s) issued by the Company since the Financial Year ended 201112 are requested to claim the amount of dividend from the Company or its Registrars and Share Transfer Agent immediately along with relevant Folio No. or DP ID and Client ID, for issuance of duplicate / revalidated dividend warrant(s).
Members holding shares in physical form are requested to immediately notify change in their addresses, if any, to the Registrar and Transfer Agent of the Company, quoting their Folio Number (s) with a self-attested copy of address proof, i.e. Voter Identity Card, Electric / Telephone (BSNL) Bill or Driving License or Passport before 19 July, 2019.

Members who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.
Members holding shares in dematerialized mode are requested to intimate the changes pertaining to their bank account details, NECS mandates, email addresses, nominations, change of addresses, change of names etc. if any, to their Depository Participant (DP) only before 19 July, 2019. Any such changes effected by the DPs will automatically reflect in the Company’s subsequent records.
Members desirous of getting any information about the Accounts and/or operations of the Company are requested to write to the Company at least ten days before the date of the Meeting to enable the Company to keep the information ready at the Meeting.
All the documents referred to in the Notice will be available for inspection by the Members at the Registered / Corporate Office of the Company between 10.30 a.m. and 12.30 p.m. on

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all working days from the date hereof up-to the date of the Meeting and shall also be available at the Meeting.

Shareholders holding shares in demat mode and desirous of receiving the Annual Report in physical form may visit the web page www.cbmsl.com/green.php to exercise their option. Likewise shareholders holding shares in physical mode are requested to visit the aforesaid web page to register their e-mail id and exercise their option accordingly.
The Ministry of Corporate Affairs (MCA), Government of India, has by its Circular Nos. 17 / 2011 and 18 / 2011, dated 21 April, 2011 and 29 April, 2011 respectively, permitted companies to send official documents to the shareholders electronically as a part of its green initiatives in corporate governance. Recognizing the spirit of the circular issued by MCA, the documents like the Notice convening the General Meetings, Financial Statements, Directors’ Report, and Auditor’s Report etc. will be sent to the e-mail addresses as provided by the shareholders with their depositories.
Section 20 of the Companies Act, 2013 permits service of documents on Members by the Company through electronic mode. In accordance with Companies Act, 2013 read with Rules framed thereunder, the Annual Report 2018-19 is being sent through electronic mode to those members whose e-mail addresses are registered with the Company/ Depository participant(s), unless any member has requested for a physical copy of the Report. For members who have not registered their e-mail addresses, physical copies of the Annual Report 201819 are being sent by the permitted mode. The Annual Report of the Company circulated to the Members of the Company, will also be made available on the Company’s website at www.rssoftware.com.
Members holding shares in single name and in physical form are advised to make nomination in respect of their shareholding in the Company.
The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in Securities market. Members holding shares in physical form can submit their PAN details to the Company / Registrars and Share Transfer Agents.
In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, securities of listed companies can only be transferred in dematerialised form with effect from 1 April, 2019. In view of the above, members are advised to dematerialise shares held by them in physical form.
In accordance with Regulation 36 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a brief profile of the Directors seeking appointment and / or re-appointment is provided in the Notes annexed hereto.

21. E-voting:

i) In compliance with the provisions of Section 108 of the Companies Act, 2013 and the relevant rules of the Companies (Management and Administration) amended Rules, 2015 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company is pleased to provide the Members facility of voting by electronic means in respect of business to be transacted at the 31st Annual General Meeting (AGM) which includes remote e-voting (i.e. voting electronically from a place other than the venue of the general meeting) by using the electronic voting facility provided by Central Depository Services Limited (CDSL). The facility for voting through Ballot (Polling) paper shall be made available at the AGM and Members attending the meeting who have not cast their vote by remote e-voting shall be eligible to exercise their right to vote at the meeting through Polling Paper.
ii) Persons who have acquired shares and became Members after the dispatch of the Notice of the AGM but before the ‘Cut-off Date’ of Friday, 19 July, 2019 may obtain their user ID and Password for e-voting and Company’s Registrars & Transfer Agent, C.B. Management Services (P) Ltd, P-22, Bondel Road, Kolkata 700 019 (Ph. No. 033 – 22806692/4011 6700/22823643/22870263 Fax No. 91 – 033 – 4011 6739).
iii) The e-voting period commences on Tuesday, 23 July, 2019 at 9.00 a.m. and ends on Thursday, 25 July, 2019 at 5.00 p.m.

The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the shareholder, he/she shall not be allowed to change it subsequently.

The instructions for shareholders voting electronically are as under:
(i) The voting period begins on Tuesday, 23 July, 2019 at 9.00 a.m. and ends on Thursday, 25 July, 2019 at 5.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 19 July, 2019 may cast their vote

electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already cast their votes through electronic mode during the schedule voting period prior to the date of the meeting would not be entitled to vote at the meeting venue.
(iii) The shareholders should log on to the e-voting website www.evotingindia.com.
(iv) Click on Shareholders.
(v) Now Enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
(vi) Next enter the Image Verification as displayed and Click on Login.
(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)
Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number
In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then

Dividend Enter the Dividend Bank Details or Date of Birth (in Bank dd/mm/yyyy format) as recorded in your demat Details account or in the company records in order to OR Date login.

of Birth

If both the details are not recorded with the
(DOB) depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).
(ix) After entering these details appropriately, click on “SUBMIT” tab.
(x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(xii) Click on the EVSN for the relevant on which you choose to vote.
(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

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(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xix) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.
(xx) Note for Non – Individual Shareholders and Custodians
- Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
- A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
- After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
- The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
- A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@ cdslindia.com.
The e-voting period commences on 23 July, 2019 (9:00 a.m.) and ends on 25 July, 2019 (5:00 p.m.). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form may cast their vote electronically.
The voting rights of shareholders shall be in proportion to their shares in the paid up equity share capital of the Company as on the cut-off date of 19 July, 2019.
Shri Mohan Ram Goenka, Practicing Company Secretary (Membership No. F4515) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
The Scrutinizer shall, immediately after conclusion of voting at the AGM, first count the votes cast at the Meeting, thereafter unblock the votes cast through e-voting in the presence of at least two witnesses not in employment of the Company and make, not later than three days of conclusion of the Meeting, a consolidated Scrutinizer’s Report of the total votes cast in favor or against, if any, forthwith to the CFO & Company Secretary of the Company.
The Results shall be declared within 3 (three) days of conclusion of the ANNUAL GENERAL MEETING of the Company. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.rssoftware.com and on the website of CDSL immediately after the result is declared by the CFO & Company Secretary and communicate to the Stock Exchanges.
The Chairman shall at the Annual General Meeting, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of the Scrutinizer by use of physical Ballot Paper / Polling Paper for all those members who have not cast their votes earlier either by e-voting.
The Scrutinizer’s decision on the validity of the Ballot Paper / Polling Paper form will be final.

By Order of the Board of Directors For R S Software (India) Limited

Registered Office: sd/-
234/3A, A.J.C. Bose Road
Vijendra Surana
Kolkata – 700 020
CFO & Company Secretary
30 April, 2019 (Membership No. 11559)

c) Identification of classes of employees entitled to participate in the ESOP Scheme (2019):

Item No. 4:

d) Requirements of Vesting and period of Vesting:
The options granted shall vest so long as an employee continues to be in the employment of the Company or Subsidiary company, as applicable. The Board may, at its discretion, lay down certain performance metrics on the achievement of which such options would vest, the detailed terms and conditions relating to such vesting, and the proportion in which options granted would vest subject to the minimum vesting period of 1 (one) year. The vesting dates in respect of the options granted under ESOP may vary from employee to employee or any class thereof and/or in respect of the number or percentage of options granted to an employee. Options shall vest essentially based on continuation of the employment of the Employee. Provided however, the Board may prescribe parameters for achievement of any performance condition(s) for vesting. The vesting may occur in tranches or otherwise.

Particulars of ESOP Scheme as per Regulation 6 (2) of SEBI (Share Based Employee Benefits) Regulations 2014

a) Brief description of the Scheme(s):
ESOP is intended to reward the eligible employees of the Company, for their performance and to motivate them to contribute to the growth and profitability of the Company. The Company also intends to use this scheme to retain talent in the organization as it views options as instruments that would enable the employees to share the value they create for the Company and align individual objectives of employees with the objectives of the Company in the years to come.
b) Total number of options to be granted:
A total of 20,00,000 (Twenty Lac) Options would be available for grant to the eligible employees under the scheme. Number of options shall be adjusted due to any corporate action(s) such as rights issue, bonus issue, buy-back of shares, split or consolidation of shares etc. of the Company. Each option when exercised would give the option holder a right to get one fully paid equity share of the Company. Further, the options, which will lapse, expire or be forfeited, will be available for further grant to the eligible employees.
e) Maximum period within which the options shall be vested:
The Employee Stock Options granted under ESOS shall vest in a minimum period of one year and a staggered vesting period of four years from the date of grant of the options. 25% of the options granted to an employee will become vested after each year.

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f) Exercise Price or pricing formula:

g) Exercise Period and process of exercise:
The exercise period will be commenced from the date as to be declared by the HR Department of the Company after vesting of such options each year and there will be a minimum vesting period of one year from the date of grant of such options.
h) Appraisal process for determining the eligibility of employees: The appraisal process for determining the eligibility of the employees will be decided by the Board from time to time.
i) Maximum No. of Options to be granted per employee :
The maximum number of options that may be granted in any Financial Year to any specific Employee under the ESOP shall not be equal to or exceed 1% of the total issued capital of the company at the time of grant.
j) Maximum Quantum of benefits to be provided per employee The Maximum quantum of benefits underlying the options issued to an eligible employee shall depend upon the Market Price of the shares as on the date of sale of shares arising out of Exercise of options.
k) Route of Scheme implementation
The Scheme would be implemented through the Company.
l) Source of Shares
The Scheme involves new issue of shares by the Company only.
m) The amount of loan to be provided for implementation of the scheme(s) by the company to the trust, its tenure, utilization, repayment terms, etc.; - Not applicable
n) Maximum percentage of secondary acquisition (subject to limits specified under the regulations) that can be made by the trust for the purposes of the scheme(s); - Not applicable
o) Method of Valuation:

q) In case the company opts for expensing of share based employee benefits using the intrinsic value, the difference between the employee compensation cost so computed and the employee compensation cost that should have been recognized if it had used the fair value, and the impact of this difference on the profits and EPS of the company and these should also be disclosed in the directors report

A copy of the draft ESOP Scheme will be available for inspection on all working days (Monday to Friday) between 11.00 a.m. and 1.00 p.m. at the Registered office of the Company.

The Board recommends passing of the resolution(s) as set out under Item No. 4 for approval of the members as a Special Resolution.

By Order of the Board of Directors For R S Software (India) Limited

DETAILS OF DIRECTORS

DETAILS OF DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT IN THE THIRTY FIRST ANNUAL GENERAL MEETING

(Pursuant to Regulation 36 (3) of Listing Regulations, 2015 & Secretarial Standard-2)

Name	Mrs. Sarita Jain
Date of Birth	7 September, 1957
Date of appointment	21 January, 1988.
Qualifcation and Expertise in specifc functional areas	Mrs. Sarita Jain has been a Director on the R. S. Software Board since the Company’s inception in 1988. In addition to possessing exemplary administrative, communication and organizational skills, Mrs. Jain holds a master’s degree in English literature from Delhi University. She has an associate degree in Mass Communication also.
The Remuneration last drawn by Mrs. Sarita Jain, if applicable	NA (as she is entitled to sitting fees)
Details of Remuneration sought to bepaid	NA (as she is entitled to sittingfees)
List of Other Public Companies in which Directorshipheld (excludingforeign Companies)	None
List of other listed entities in which Directorship held	None
Chairman/Member of the Committees of the Board of Directors in other Listed Companies	None
Chairman/Member of the Committees of Board of Directors of the other public companies in which she is a Director(excludingforeign Companies)	None
Shareholdings in the Company	366544 EquityShares.
Relationshipwith other Directors	Mrs. Sarita Jain is spouse of Mr. Rajnit Rai Jain (Chairman & ManagingDirector)
The number of Meetings of the Board attended duringtheyear	Mrs. Sarita Jain attended 4 Board Meetings out of total 5 Board Meetings held during theyear.

By Order of the Board of Directors For R S Software (India) Limited

Registered Office:

Registered Office: sd/234/3A, A.J.C. Bose Road Vijendra Surana Kolkata – 700 020 CFO & Company Secretary Dated: 30 April, 2019 (Membership No. 11559)

To calculate the employee compensation cost, the Company shall use the Intrinsic Value method for valuation of the options granted.
p) Accounting and Disclosure Policies:

The Company shall comply with the disclosures, the accounting policies and other requirements as may be prescribed under

Registered Office: sd/234/3A, A.J.C. Bose Road Vijendra Surana Kolkata – 700 020 CFO & Company Secretary 30 April, 2019 (Membership No. 11559)

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Directors’ Report

Dear Members,

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

CONSOLIDATED)

(Rupees in Lacs)

, p py pp		(Rupees in Lacs)
Particulars	As at 31 March, 2019	As at 31 March, 2018
Total Revenue	6681.50	6,595.52
Proft before Finance Charges,Tax,Depreciation/Amortization(PBITDA)	(2730.16)	(3486.5)
Less : Finance Charges	28.32	3.75
Proft before Depreciation/Amortization(PBTDA)	(2758.48)	(3490.25)
Less : Depreciation	221.03	208.84
Proft before Taxation(PBT)	(2979.51)	(3,699.09)
Provision for taxation	(591.96)	(1,126.03)
Proft/(Loss) after Taxation (PAT)	(2391.61)	(2585.87)

On the basis of Consolidated Financial Statements, the performance of the Company appears as follows:

(Rupees in Lacs)

, p py pp		(Rupees in Lacs)
Particulars	As at 31 March,2019	As at 31 March,2018
Total Revenue	7183.41	7,197.96
Proft before Finance charges,Tax,Depreciation/Amortization(PBITDA)	(2997.04)	(3597.47)
Less : Finance Charges	28.32	3.75
Proft before Depreciation/Amortization(PBTDA)	(3025.36)	(3601.22)
Less : Depreciation	330.15	224.15
Proft before Taxation(PBT)	(3355.51)	(3,825.37)
Provision for taxation	(639.10)	(1,181.70)
Proft/(Loss) after Taxation (PAT)	(2720.48)	(2656.47)

2. STATE OF COMPANY’S AFFAIRS

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The total capital employed decreased from H 18,900 Lacs in 2017-18 to H 16,293 Lacs in 2018-19 largely due to business loss & improved trade receivables.

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3. TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to the General Reserves.

4. CHANGES IN SHARE CAPITAL

There was no change in the Company’s paid up share capital during the year under review.

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 recommended any dividend for the Financial Year ended 2018-19.

7. DETAILS OF BOARD MEETING

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

which are given below:
Date of the meeting	No. of Directors attended the meeting
19.04.2018	4
26.07.2018	4
09.10.2018	4
22.01.2019	4
29.01.2019	2

The maximum time gap between any two consecutive meetings did not exceed 120 (One Hundred Twenty) days.

8. COMMITTEES OF THE BOARD

Committees of the Board of Directors are as under:-

Committees of the Board of Directors are as under:-	Committees of the Board of Directors are as under:-	Committees of the Board of Directors are as under:-	Committees of the Board of Directors are as under:-
a. Audit Committee
Sl. No.	Name	DIN	Category
1.	Mr. Shital Kumar Jain (Chairman)	00047474	Non –Executive & Independent Director
2.	Mr. Rajnit Rai Jain	00122942	Executive Director
3.	Mr. Rajasekar Ramaraj	00090279	Non- Executive & Independent Director

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

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b. Nomination & Remuneration Committee Sl. No. Name DIN Category 1. Mr. Rajasekar Ramaraj(Chairman) 00090279 Non –Executive & Independent Director 2. Mr. Rajnit Rai Jain 00122942 Executive Director 3. Mr. Shital Kumar Jain 00047474 Non- Executive & Independent Director 4. Mr. Richard Nicholas Launder 03375772 Non-Executive & Independent Director The Board of Directors of your Company has constituted a Nomination and Remuneration Committee in accordance with the During the fnancial year, the Committee met on 22 January, 2018. e. Executive committee Sl. No. Name 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	b. Nomination & Remuneration Committee Sl. No. Name DIN Category 1. Mr. Rajasekar Ramaraj(Chairman) 00090279 Non –Executive & Independent Director 2. Mr. Rajnit Rai Jain 00122942 Executive Director 3. Mr. Shital Kumar Jain 00047474 Non- Executive & Independent Director 4. Mr. Richard Nicholas Launder 03375772 Non-Executive & Independent Director The Board of Directors of your Company has constituted a Nomination and Remuneration Committee in accordance with the During the fnancial year, the Committee met on 22 January, 2018. e. Executive committee Sl. No. Name 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	b. Nomination & Remuneration Committee Sl. No. Name DIN Category 1. Mr. Rajasekar Ramaraj(Chairman) 00090279 Non –Executive & Independent Director 2. Mr. Rajnit Rai Jain 00122942 Executive Director 3. Mr. Shital Kumar Jain 00047474 Non- Executive & Independent Director 4. Mr. Richard Nicholas Launder 03375772 Non-Executive & Independent Director The Board of Directors of your Company has constituted a Nomination and Remuneration Committee in accordance with the During the fnancial year, the Committee met on 22 January, 2018. e. Executive committee Sl. No. Name 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	b. Nomination & Remuneration Committee Sl. No. Name DIN Category 1. Mr. Rajasekar Ramaraj(Chairman) 00090279 Non –Executive & Independent Director 2. Mr. Rajnit Rai Jain 00122942 Executive Director 3. Mr. Shital Kumar Jain 00047474 Non- Executive & Independent Director 4. Mr. Richard Nicholas Launder 03375772 Non-Executive & Independent Director The Board of Directors of your Company has constituted a Nomination and Remuneration Committee in accordance with the During the fnancial year, the Committee met on 22 January, 2018. e. Executive committee Sl. No. Name 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
Sl. No.	Name	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

During the financial year, the Committee met four times as on 18 April, 2018, 26 July, 2018, 09 October, 2018 and 21 January, 2019.

9. EMPLOYEE STOCK OPTION SCHEME

ESOP Scheme 2016

c. Stakeholders Relationship Committee

Sl. No.	Name	DIN	Category
1.	Mr. Shital Kumar Jain (Chairman)	00047474	Non –Executive & Independent Director
2.	Mr. Rajnit Rai Jain	00122942	Executive Director

ESOP Scheme 2019

d. Corporate Social Responsibility Committee

Sl. No.	Name	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

The aforementioned scheme is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014

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

11. PROVISION OF MONEY BY THE COMPANY FOR PURCHASE OF ITS OWN SHARES FOR THE BENEFIT OF

EMPLOYEES

12. 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.

13. 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.

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

15. RISK MANGEMENT POLICY

16. INTERNAL CONTROL SYSTEMS

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

17. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

80[|] Annual Report 2018-2019

RS Software (India) Limited[|] 81

During the year no new subsidiary was formed or ceased. Further, the Company has no Joint Venture and Associate during the financial year ended 31 March, 2019.

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

19. 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.

20. AUDITORS

Statutory Auditors

Meeting till the conclusion of next Annual General Meeting of the Company. The same has approved by the Audit Committee and the Board of Directors in their convened meetings as well.

The Statutory Auditor Deoki Bijay & Co. has submitted an unqualified Audit Reports for the financial year 2018-19 and no frauds were detected by the Auditor during the financial year.

21. SECRETARIAL AUDIT REPORT

22. COST AUDIT

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

23. EXTRACT OF THE ANNUAL RETURN

24. MANAGEMENT DISCUSSION AND ANALYSIS

25. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

terms of Section 136 of the Act, any member interested may write to the Company Secretary and the same will be furnished on request.

26. CORPORATE SOCIAL RESPONSIBILITY

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

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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.

29. REMUNERATION POLICY

30. 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 31 March, 2019 and form a part of this Annual Report.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

32. ANNUAL EVALUATION OF BOARD’S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and SEBI

82[|] Annual Report 2018-2019

RS Software (India) Limited[|] 83

33. PREVENTION OF INSIDER TRADING

All Board Directors and the designated employees have confirmed compliance with the Code.

34. CORPORATE GOVERNANCE

35. POLICY AGAINST SEXUAL AND WORKPLACE 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 31 March, 2019, 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 the company at the end of the financial year and of the profit and loss of the company for that period;
(iii) They have taken 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 31 March, 2019 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. ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors

Registered Office:

234/3A, A.J.C. Bose Road Sd/Kolkata – 700 020 Ranjit Rai Jain Dated: 30 April, 2019 Chairman and Managing Director Place: Kolkata (DIN : 00122942)

ANNEX1URE ‘A’ Form AOC-I

PART “A”: SUBSIDIARIES

INFORMATION IN RESPECT OF RESPONSIVE SOLUTIONS, INC.TO BE PRESENTED WITH AMOUNTS IN US$

1.	Sl. No.:	1.
2.	Name of the subsidiary:	Responsive Solutions, INC.
3.	The date since when subsidiarywas acquired:	22.08.2003
4.	Reporting period for the subsidiaryconcerned:	1 April, 2018 to 31 March, 2019
5.	Reporting currency and Exchange rate as on the last date of the relevant fnancialyear in the case of foreign subsidiaries:	US Dollar atH69.17
6.	Share capital:	US$ 500,000
7.	Reserves & surplus:	US$ 826,703
8.	Total assets:	US$ 1,326,703
9.	Total Liabilities:	US$ 1,326,703
10.	Investments:	0
11.	Turnover:	US$ 606,157
12.	Proft before taxation:	US$ 140,378
13.	Provision for taxation:	US$ 60,923
14.	Proft after taxation:	US$ 7 9,455
15.	Proposed Dividend:	0
16.	Extent of shareholding:	100%

INFORMATION IN RESPECT OF R S SOFTWARE (ASIA) PTE. LTD. TO BE PRESENTED WITH AMOUNTS SINGAPORE DOLLAR	INFORMATION IN RESPECT OF R S SOFTWARE (ASIA) PTE. LTD. TO BE PRESENTED WITH AMOUNTS SINGAPORE DOLLAR	INFORMATION IN RESPECT OF R S SOFTWARE (ASIA) PTE. LTD. TO BE PRESENTED WITH AMOUNTS SINGAPORE DOLLAR
1.	Sl. No.:	2
2.	Name of the subsidiary:	R S Software (Asia) Pte. Limited
3.	The date since when subsidiarywas acquired:	13 April, 2009
4.	Reporting period for the subsidiaryconcerned:	1 April, 2018 to 31 March, 2019.
5.	Reporting currency and Exchange rate as on the last date of the relevant Financialyear in the case of foreign subsidiaries:	Singapore Dollar atH51.13
6.	Share capital:	SGD 25,000
7.	Reserves and surplus:	SGD 2,030,421
8.	Total assets:	SGD 2,059,084
9.	Total Liabilities:	SGD 2,059,084
10.	Investments:	Nil
11.	Turnover:	SGD 2 3,046
12.	Proft before taxation:	SGD (5,140)
13.	Provision for taxation:	SGD Nil
14.	Proft after taxation:	SGD (5,140)
15.	Proposed Dividend:	0
16.	Extent of shareholding(inpercentage):	100%

84[|] Annual Report 2018-2019

RS Software (India) Limited[|] 85

ANNEXURE ‘B’

Form No. MR - 3

INFORMATION IN RESPECT OF RESPONSIVE SOLUTIONS, INC.TO BE PRESENTED WITH AMOUNTS IN US DOLLAR

1.	Sl. No.:	3
2.	Name of the subsidiary:	Paypermint Private Limited
3.	The date since when subsidiarywas acquired:	24 August, 2016
4.	Reporting period for the subsidiaryconcerned:	1 April, 2018 to 31 March, 2019
5.	Reporting currency and Exchange rate as on the last date of the relevant Financialyear in the case of foreign subsidiaries:	Not Applicable
6.	Share capital:	H960 lacs
7.	Reserves and surplus:	H693.74 lacs
8.	Total assets:	H1,728.48 lacs
9.	Total Liabilities:	H1,728.48 lacs
10.	Investments:	H764.74 lacs
11.	Turnover:	H4.12 lacs
12.	Proft before taxation:	H(570.79) lacs
13.	Provision for taxation:	H(89.28) lacs
14.	Proft after taxation:	H(481.51) lacs
15.	Proposed Dividend:	0
16.	Extent of shareholding(inpercentage):	79.17%

Notes:

The following information shall be furnished at the end of the statement:

Names of subsidiaries which are yet to commence operations – Not Applicable
Names of subsidiaries which have been liquidated or sold during the year. –Not Applicable

PART “B”: ASSOCIATES AND JOINT VENTURES

The Company does not have any Associate or Joint Venture during the Financial Year 2018-19.

For and on behalf of the Board of Directors

For CHATURVEDI & COMPANY

CHARTERED ACCOUNTANTS

(Reg. no : 302137E)

Sd/-

NILIMA JOSHI

V. Surana

V. Surana S.K. Jain R. R. Jain CFO & Company Secretary Director Chairman & Managing Director (M. No. 11559) (DIN: 00047474) (DIN: 00122942)

Partner, (M. No. 52122)

Place: Kolkata Date: 30 April, 2019

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

R S SOFTWARE (INDIA) LTD.

234 3A Acharya Jagadish Chandra Bose Road Kolkata 700020 West Bengal

Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

v)
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable regulations /guidelines/ circulars as may be issued by SEBI from time to time;
(e) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March, 2019 according to the provisions of:

I further report that, there were no actions/ events in pursuance of;
(a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
i) The Companies Act, 2013 (the Act), amendment and the rules made thereunder;
(b) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(c) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(d) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2016;
iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign

86[|] Annual Report 2018-2019

RS Software (India) Limited[|] 87

“Annexure A”

(TO THE SECRETARIAL AUDIT REPORT OF R S SOFTWARE (INDIA) LTD. FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2019)

To,

The Members, R S SOFTWARE (INDIA) LTD.

vi) The Company had identified following Other laws as specifically applicable to the Company namely:
a) The Information Technology Act 2000
b) The Copyright Act,1957
c) The Patents Act, 1970
d) The Trade Marks Act, 1999 etc.

We further report that having regard to the compliance system prevailing in the Company, we have relied upon the representation made by the Management, for compliance with the other applicable laws.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards as mandated and issued by the Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange Limited.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that,

This Report is to be read with our letter of even date which is annexed “ANNEXURE - A” and forms an Integral Partof this Report.

For M R & Associates Company Secretaries

sd/M.R. Goenka Partner Place : Kolkata (FCS No.: 4515) Date : 30 April, 2019 (C P No.: 2551)

234 3A Acharya Jagadish Chandra Bose Road Kolkata 700020 West Bengal

Our report of even date is to be read along with this letter.

Maintenance of Secretarial Records is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
We have followed the Audit practices and processes as where appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial Records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc.
The compliance of the provisions of corporate and other applicable laws, rules, regulations and standards is the responsibilities of the management. Our examination was limited to the verification of procedures on test basis.
The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For M R & Associates Company Secretaries

sd/M.R. Goenka Partner (FCS No.: 4515) (C P No.: 2551)

Place : Kolkata Date : 30 April, 2019

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RS Software (India) Limited[|] 89

ANNEXURE ‘C’

Secretarial Compliance Report

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2019

[Pursuant to Circular No. CIR/CFD/CMDI/27/2019 dated 08/02/2019 issued by Securities and Exchange Board of India]

To,

The Members,

R S SOFTWARE (INDIA) LTD.

234 3A Acharya Jagadish Chandra Bose Road Kolkata 700020

West Bengal

Disclosure Requirements) Regulations, 2018; - Not Applicable for the review period

We have examined:

(a) all the documents and records made available to us and explanation provided by M/s. R S SOFTWARE (INDIA) LTD. (“the listed entity”)
(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) the filings/ submissions made by the listed entity to the stock exchanges,
(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; -Not Applicable for the review period
(c) website of the listed entity,
(e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; -
(d) any other document / filing, as may be relevant, which has been relied upon to make this certification, for the year ended on 31 March, 2019 (“Review Period”) in respect of compliance with the provisions of :
(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; -Not Applicable for the review period
(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars,guidelines issued thereunder; and
(g) Securities and Exchange Board of India(Issue and Listing of NonConvertible and Redeemable Preference Shares) Regulations, 2013; -Not Applicable for the review period
(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations,circulars, guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);
(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
(i) Securities and Exchange Board of India (Depository and Participants) Regulations, 2018

The specific Regulations, whose provisions and the circulars / guidelines issued thereunder, have been examined, include:-

Based on the above examination, I/We hereby report that, during

the Review Period:

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(a) The listed entity has complied with the provisions of the above

Regulations and circulars/ guidelines issued thereunder, except

(b) Securities and Exchange Board of India (Issue of Capital and

Action taken by	Details of violation	Details of violation	Details of action taken E.g. fnes, warning letter, debarment, etc.	Details of action taken E.g. fnes, warning letter, debarment, etc.	Observations/ remarks of the Practicing Company Secretary, if any.
N/A	N/A		N/A		N/A
Observations of the Practicing Company Secretary in the previous reports		Observations made in the secretarial compliance report for the year ended…		Actions taken by the listed entity, if any	Comments of the Practicing Company Secretary on the actions taken by the listed entity
N/A		N/A		N/A	N/A

(b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/our examination of those records.
(c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

For M R & Associates Company Secretaries

sd/M.R. Goenka Partner Place : Kolkata (FCS No.: 4515) Date : 30 April, 2019 (C P No.: 2551)

90[|] Annual Report 2018-2019

RS Software (India) Limited[|] 91

ANNEXURE ‘D’

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

for the financial year ended on 31 March, 2019.

[Pursuant to Section 92(1) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:	I. REGISTRATION AND OTHER DETAILS:	I. REGISTRATION AND OTHER DETAILS:
i) CIN	L72200WB1987PLC043375
ii) Registration date	02/12/1987
iii) Name of the company	R S Software (India) Ltd.
iv) Category/ Sub category	Public company limited by Shares
v) Address and Registered ofce and contract details	FMC FORTUNA”, 1ST FLOOR, A-2, 234/3A, AJC BOSE ROAD, KOLKATA-700020 Phone No. (033) 22875746/ 6254/6255 Fax: 033 22876256 Website: www.rssoftware.com
vi) Whether listed company: Yes/No	Listed
vii) Name, Address and Contact Details of Registrar and Transfer Agent, if any	C.B. MANAGEMENT SERVICES (P) LTD P-22, BONDEL ROAD, KOLKATA-700019 Phone No. 033 2280 6692, 9424862937 Fax No. 033 2287 0263

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the Business activities contributing 10% or more of the total turnover of the Company shall be stated:

Sl. No.	Name and Description of main products / services	NIC Code of the Product/ service	% to total turnover of the company
1.	Software Development	6202	100%

*As per National Industrial Classification – Ministry of Statistics and Programme Implementation

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sl. No.	NAME OF THE COMPANY	CIN/ GLN	HOLDING/SUBSIDIARY/ ASSOCIATE	% OF SHARES HELD	APPLICABLE SECTION
1.	Responsive Solutions Inc.	N.A. (Foreign co.)	Subsidiary	100 %	2(87)
2.	RS Software (Asia) Pte. Ltd.	N.A. (Foreign co.)	Subsidiary	100 %	2(87)
3.	Paypermint Pvt. Ltd.	U72900WB2016PTC217291	Subsidiary	79.17%	2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning (01 April, 2018)	No. of Shares held at the beginning (01 April, 2018)	No. of Shares held at the beginning (01 April, 2018)	of the year	No. of Shares held at the end of the year (31 March, 2019)	No. of Shares held at the end of the year (31 March, 2019)	No. of Shares held at the end of the year (31 March, 2019)	No. of Shares held at the end of the year (31 March, 2019)	% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters and Promoter Group
1. INDIAN
a)Individual/HUF	10402192	0	10402192	40.46	10402192	0	10402192	40.46	-
b)Central Govt.	-	-	-	-	-	-	-	-	-
c)State Govt.	-	-	-	-	-	-	-	-	-
d)Bodies Corporate		-				-			-
e)Banks / FI	-	-	-	-	-	-	-	-	-
f)Anyother	-	-	-	-	-	-	-	-	-
Sub-total(A)(1)	10402192	0	10402192	40.46	10402192	0	10402192	40.46	-
2. FOREIGN
a)Individuals(NRIs)	-	-	-	-	-	-	-	-	-
b)Other-Individuals	-	-	-	-	-	-	-	-	-
c)Bodies Corporate	-	-	-	-	-	-	-	-	-
d)Banks / FIs	-	-	-	-	-	-	-	-	-
e)Anyother	-	-	-	-	-	-	-	-	-
Sub-total(A)(2)	-	-	-	-	-	-	-	-	-
Total shareholding of Promoter(A)=(A)(1)+(A)(2)	10402192	0	10402192	40.46	10402192	0	10402192	40.46	-
B. Public Shareholding
1. INSTITUTIONS
a)Mutual Funds	0	5888	5888	0.02	0	2304	2304	0.01	(0.01)
b)FIs/ Banks	100136	1792	101928	0.40	2274	1792	4066	0.02	(0.38)
c)Central Govt.	-	-	-	-	-	-	-	-	-
d)State Govt.(s)	0	5888	5888	0.02	0	4352	4352	0.02	0.00
e)Venture Capital Funds	-	-	-	-	-	-	-	-	-
f)Insurance Companies	-	-	-	-	-	-	-	-	-
g)FIIs	413799	4608	418407	1.63	282799	768	283567	1.10	(0.53)
h) Foreign Venture Capital Funds	-	-	-	-	-	-	-	-	-
i)Others(specify)	-	-	-	-	-	-	-	-	-
(i-i)UTI	0	23176	23176	0.09	0	8704	8704	0.03	(0.06)
Sub-total B)(1):-	513935	41352	555287	2.16	285073	17920	302993	1.18	(0.98)
2. NON-INSTITUTIONS
a)Bodies Corporate
i)Indian	1702856	4442	1707298	6.64	1370564	1936	1372500	5.34	(1.30)
ii)Overseas	0	3584	3584	0.01	0	3584	3584	0.01	0.00
b)Individuals	-	-	-	-	-	-	-	-	-
i) Individual shareholders holding nominal share capital uptoH1 lakh	9305752	482974	9788726	38.08	9826503	341626	10168129	39.55	1.47
ii) Individual shareholders holding nominal share capital in excess ofH1 lakh	1415994	0	1415994	5.51	1535941	0	1535941	5.97	0.47

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RS Software (India) Limited[|] 93

Category of Shareholders	No. of Shares held at the beginning (01 April, 2018)	No. of Shares held at the beginning (01 April, 2018)	No. of Shares held at the beginning (01 April, 2018)	of the year	No. of Shares held at the end of the year (31 March, 2019)	No. of Shares held at the end of the year (31 March, 2019)	No. of Shares held at the end of the year (31 March, 2019)	No. of Shares held at the end of the year (31 March, 2019)	% Change during the
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	year
c)Others(specify)	-	-	-	-	-	-	-	-	-
Non Resident Indians	531176	35936	567112	2.21	484438	10352	494790	1.92	-0.29
ClearingMembers	48400	0	48400	0.19	48400	0	48400	0.19	0.00
Trusts	71085	0	71085	0.28	42631	0	42631	0.17	-0.11
Foreign Nationals	0	0	0	0.00	188518	0	188518	0.73	0.73
Employees Trust	1148640	0	1148640	4.47	1148640	0	1148640	4.47	0.00
Sub-total(B)(2):-	14223903	526936	14750839	57.38	14645635	357498	15003133	58.36	0.98
Total Public Shareholding (B)=(B)(1)+(B)(2)	14737838	568288	15306126	59.54	14930708	375418	15306126	59.54	0.00
C. Shares held by Custodian for GDRs & ADRs	-	-	-	-	-	-	-	-	-
Sub-Total(C)	-	-	-	-	-	-	-	-
Grand Total (A+B+C)	25140030	568288	25708318	100.00	25332900	375418	25708318	100.00	0.00

Sl No	Category of Shareholders	Shareholding at the beginning of the year (01 April, 2018)	Shareholding at the beginning of the year (01 April, 2018)	Shareholding at the beginning of the year (01 April, 2018)	Shareholding at the end of theyear (31 March, 2019)	Shareholding at the end of theyear (31 March, 2019)	Shareholding at the end of theyear (31 March, 2019)	% change in share holding during the year
		No. of Shares	% of total Shares of the company	%of Shares Pledged / encumbered to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares
1.	Rajnit Rai Jain	10035648	39.04	0.00	10035648	39.04	0.00	0.00
2.	Sarita Jain	366544	1.43	0.00	366544	1.43	0.00	0.00
Total		10402192	40.46	0.00	10402192	40.46	0.00	0.00

(iii) Change in Promoters Shareholding (please specify, if there is no changes): There were no changes in the promoters’ shareholding in the company.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl No	Name of the Shareholders	Date	Reason	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Cumulative Shareholding during the year	Cumulative Shareholding during the year
				No. of Shares	% of total shares of the company	No. of Shares	% of total shares of the company
1.	BARCLAYS WEALTH TRUSTEES INDIA PRIVATE LIMITED
	At the beginning of the year	01/04/2018		1148640	4.47	-	-
	Changes during the year			-	-	-	-
	At the end of the year	31/03/2019		-	-	1148640	4.47
2.	VENTURA SECURITIES LIMITED-COLLATERAL ACCOUNT
	At the beginning of the year	01/04/2018		428376	1.67	-	-
	Changes during the year	06/04/2018	Sell	672	0.00	427704	1.66
		13/04/2018	Sell	525	0.00	427179	1.66
		20/04/2018	Buy	83	0.00	427262	1.66
		27/04/2018	Buy	1486	0.01	428748	1.67
		04/05/2018	Sell	267	0.00	428481	1.67
		11/05/2018	Sell	902	0.00	427579	1.66
		18/05/2018	Buy	90	0.00	427669	1.66
		25/05/2018	Sell	888	0.00	426781	1.66

Name of the Shareholders	Date	Reason	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Cumulative Shareholding during the year	Cumulative Shareholding during the year
			No. of Shares	% of total shares of the company	No. of Shares	% of total shares of the company
	01/06/2018	Sell	1619	0.01	425162	1.65
	08/06/2018	Sell	55	0.00	425107	1.65
	15/06/2018	Sell	150	0.00	424957	1.65
	22/06/2018	Buy	74	0.00	425031	1.65
	29/06/2018	Buy	1096	0.00	426127	1.66
	06/07/2018	Sell	77	0.00	426050	1.66
	13/07/2018	Buy	19595	0.08	445645	1.73
	20/07/2018	Buy	3235	0.01	448880	1.75
	27/07/2018	Sell	326	0.00	448554	1.74
	03/08/2018	Buy	367	0.00	448921	1.75
	10/08/2018	Sell	3384	0.01	445537	1.73
	17/08/2018	Buy	2446	0.01	447983	1.74
	24/08/2018	Sell	1695	0.01	446288	1.74
	31/08/2018	Buy	508	0.00	446796	1.74
	07/09/2018	Sell	229	0.00	446567	1.74
	14/09/2018	Sell	705	0.00	445862	1.73
	21/09/2018	Sell	725	0.00	445137	1.73
	28/09/2018	Buy	4303	0.02	449440	1.75
	05/10/2018	Buy	1078	0.00	450518	1.75
	12/10/2018	Sell	3312	0.01	447206	1.74
	19/10/2018	Sell	2006	0.01	445200	1.73
	26/10/2018	Sell	412	0.00	444788	1.73
	02/11/2018	Buy	1549	0.01	446337	1.74
	09/11/2018	Buy	92	0.00	446429	1.74
	16/11/2018	Sell	1208	0.00	445221	1.73
	23/11/2018	Sell	2816	0.01	442405	1.72
	30/11/2018	Sell	1461	0.01	440944	1.72
	07/12/2018	Buy	12197	0.05	453141	1.76
	14/12/2018	Sell	7539	0.03	445602	1.73
	21/12/2018	Sell	1768	0.01	443834	1.73
	28/12/2018	Buy	38972	0.15	482806	1.88
	31/12/2018	Buy	1249	0.00	484055	1.88
	04/01/2019	Sell	480683	1.87	3372	0.01
	11/01/2019	Sell	2533	0.01	839	0.00
	18/01/2019	Buy	368	0.00	1207	0.00
	25/01/2019	Buy	958	0.00	2165	0.01
	01/02/2019	Buy	4094	0.02	6259	0.02
	08/02/2019	Sell	5199	0.02	1060	0.00
	15/02/2019	Sell	145	0.00	915	0.00
	22/02/2019	Sell	397	0.00	518	0.00
	01/03/2019	Sell	240	0.00	278	0.00
	08/03/2019	Buy	127	0.00	405	0.00
	15/03/2019	Sell	380	0.00	25	0.00
	22/03/2019	Buy	96	0.00	121	0.00
	29/03/2019	Buy	1000	0.00	1121	0.00
At the end of the year	31/03/2019		-	-	1121	0.00

94[|] Annual Report 2018-2019

RS Software (India) Limited[|] 95

Sl No	Name of the Shareholders	Date	Reason	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Cumulative Shareholding during the year	Cumulative Shareholding during the year	Sl No	Name of the Shareholders	Date	Reason	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Cumulative Shareholding during the year	Cumulative Shareholding during the year
				No. of Shares	% of total shares of the company	No. of Shares	% of total shares of the company					No. of Shares	% of total shares of the company	No. of Shares	% of total shares of the company
3.	POLUS GLOBAL FUND									31/08/2018	Sell	19600	0.08	32657	0.13
	At the beginningof theyear	01/04/2018		282799	1.10	-	-			07/09/2018	Buy	17434	0.07	50091	0.19
	Changes duringtheyear			-	-	-	-			14/09/2018	Buy	249	0.00	50340	0.20
	At the end of theyear	31/03/2019		-	-	282799	1.10			21/09/2018	Buy	1182	0.00	51522	0.20
4.	M KAVERI BAI									28/09/2018	Sell	20698	0.08	30824	0.12
	At the beginningof theyear	01/04/2018		220500	0.86	-	-			05/10/2018	Buy	19671	0.08	50495	0.20
	Changes duringtheyear			-	-	-	-			12/10/2018	Buy	1088	0.00	51583	0.20
	At the end of theyear	31/03/2019		-	-	220500	0.86			19/10/2018	Sell	246	0.00	51337	0.20
5.	ROHIT TEKRIWAL									26/10/2018	Sell	278	0.00	51059	0.20
	At the beginningof theyear	01/04/2018		185000	0.72	-	-			26/10/2018	Sell	51059	0.20	0	0.00
	Changes duringtheyear			-	-	-	-		At the end of the year	31/03/2019		-	-	0	0.00
	At the end of theyear	31/03/2019		-	-	185000	0.72	9.	VIJAY GUPTA
6.	PAWAN KUMAR KEJRIWAL								At the beginning of the year	01/04/2018		80000	0.31	-	-
	At the beginningof theyear	01/04/2018		140400	0.55	-	-		Changes during the year	27/04/2018	Buy	3000	0.01	83000	0.32
	Changes duringtheyear			-	-	-	-			04/05/2018	Buy	1000	0.00	84000	0.33
	At the end of theyear	31/03/2019		-	-	140400	0.55			25/05/2018	Buy	29408	0.11	113408	0.44
7.	PASSAGE TO INDIA MASTER FUND LIMITED									01/06/2018	Buy	3403	0.01	116811	0.45
	At the beginningof theyear	01/04/2018		131000	0.51	-	-			08/06/2018	Buy	9000	0.04	125811	0.49
	Changes duringtheyear	06/04/2018	Sell	65000	0.25	66000	0.26			15/06/2018	Sell	9811	0.04	116000	0.45
		20/04/2018	Sell	15000	0.06	51000	0.20			22/06/2018	Sell	7024	0.03	108976	0.42
		20/04/2018	Sell	51000	0.20	0	0.00			29/06/2018	Buy	15970	0.06	124946	0.49
	At the end of theyear	31/03/2019		-	-	0	0.00			06/07/2018	Buy	51680	0.20	176626	0.69
8.	ICICI BANK LIMITED									13/07/2018	Buy	10000	0.04	186626	0.73
	At the beginningof theyear	01/04/2018		83799	0.33	-	-			20/07/2018	Sell	21937	0.09	164689	0.64
	Changes duringtheyear	06/04/2018	Buy	1663	0.01	85462	0.33			27/07/2018	Sell	39867	0.16	124822	0.49
		13/04/2018	Sell	3182	0.01	82280	0.32			03/08/2018	Sell	68822	0.27	56000	0.22
		20/04/2018	Buy	970	0.00	83250	0.32			31/08/2018	Sell	38000	0.15	18000	0.07
		27/04/2018	Buy	2060	0.01	85310	0.33			07/09/2018	Sell	8000	0.03	10000	0.04
		04/05/2018	Sell	3811	0.01	81499	0.32			07/09/2018	Sell	10000	0.04	0	0.00
		11/05/2018	Sell	4713	0.02	76786	0.30		At the end of the year	31/03/2019		-	-	0	0.00
		18/05/2018	Buy	4570	0.02	81356	0.32	10.	MOTILAL OSWAL SECURITIES LTD.
		25/05/2018	Sell	3517	0.01	77839	0.30		At the beginning of the year	01/04/2018		79038	0.31	-	-
		01/06/2018	Sell	6049	0.02	71790	0.28		Changes during the year	06/04/2018	Sell	5713	0.02	73325	0.29
		08/06/2018	Buy	1014	0.00	72804	0.28			13/04/2018	Sell	849	0.00	72476	0.28
		15/06/2018	Buy	549	0.00	73353	0.29			20/04/2018	Buy	623	0.00	73099	0.28
		22/06/2018	Buy	12219	0.05	85572	0.33			27/04/2018	Sell	2466	0.01	70633	0.27
		29/06/2018	Sell	36512	0.14	49060	0.19			04/05/2018	Buy	6398	0.02	77031	0.30
		06/07/2018	Buy	38639	0.15	87699	0.34			11/05/2018	Buy	377	0.00	77408	0.30
		13/07/2018	Sell	13	0.00	87686	0.34			18/05/2018	Buy	726	0.00	78134	0.30
		20/07/2018	Sell	368	0.00	87318	0.34			25/05/2018	Buy	2358	0.01	80492	0.31
		27/07/2018	Sell	426	0.00	86892	0.34			01/06/2018	Buy	6972	0.03	87464	0.34
		03/08/2018	Sell	34490	0.13	52402	0.20			08/06/2018	Sell	22885	0.09	64579	0.25
		10/08/2018	Sell	50	0.00	52352	0.20			15/06/2018	Buy	291	0.00	64870	0.25
		17/08/2018	Buy	291	0.00	52643	0.20			22/06/2018	Sell	13078	0.05	51792	0.20
		24/08/2018	Sell	386	0.00	52257	0.20			29/06/2018	Buy	39361	0.15	91153	0.35

96[|] Annual Report 2018-2019

RS Software (India) Limited[|] 97

Sl No	Name of the Shareholders	Date	Reason	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Cumulative Shareholding during the year	Cumulative Shareholding during the year
				No. of Shares	% of total shares of the company	No. of Shares	% of total shares of the company
		06/07/2018	Sell	35180	0.14	55973	0.22
		13/07/2018	Buy	1221	0.00	57194	0.22
		20/07/2018	Buy	446	0.00	57640	0.22
		27/07/2018	Sell	3405	0.01	54235	0.21
		03/08/2018	Buy	3024	0.01	57259	0.22
		10/08/2018	Buy	1321	0.01	58580	0.23
		17/08/2018	Sell	1074	0.00	57506	0.22
		24/08/2018	Sell	731	0.00	56775	0.22
		31/08/2018	Buy	19512	0.08	76287	0.30
		07/09/2018	Sell	26150	0.10	50137	0.20
		14/09/2018	Sell	1831	0.01	48306	0.19
		21/09/2018	Buy	3040	0.01	51346	0.20
		28/09/2018	Buy	29340	0.11	80686	0.31
		05/10/2018	Sell	27887	0.11	52799	0.21
		12/10/2018	Sell	10462	0.04	42337	0.16
		19/10/2018	Buy	65	0.00	42402	0.16
		26/10/2018	Sell	3781	0.01	38621	0.15
		02/11/2018	Buy	11760	0.05	50381	0.20
		09/11/2018	Sell	50331	0.20	50	0.00
		16/11/2018	Buy	400	0.00	450	0.00
		23/11/2018	Buy	1050	0.00	1500	0.01
		07/12/2018	Sell	950	0.00	550	0.00
		14/12/2018	Buy	2800	0.01	3350	0.01
		21/12/2018	Sell	2650	0.01	700	0.00
		28/12/2018	Sell	550	0.00	150	0.00
		04/01/2019	Sell	120	0.00	30	0.00
		18/01/2019	Buy	2070	0.01	2100	0.01
		25/01/2019	Sell	1339	0.01	761	0.00
		01/02/2019	Buy	239	0.00	1000	0.00
		08/02/2019	Sell	360	0.00	640	0.00
		22/02/2019	Sell	370	0.00	270	0.00
		01/03/2019	Buy	330	0.00	600	0.00
		08/03/2019	Sell	100	0.00	500	0.00
		15/03/2019	Buy	371	0.00	871	0.00
		22/03/2019	Sell	103	0.00	768	0.00
		29/03/2019	Buy	5269	0.02	6037	0.02
	At the end of theyear	31/03/2019		-	-	6037	0.02
11.	SUNIDHI CAPITAL PVT LTD
	At the beginningof theyear	01/04/2018		0	0.00	-	-
	Changes duringtheyear	15/03/2019	Buy	479731	1.87	479731	1.87
	At the end of theyear	31/03/2019		-	-	479731	1.87
12.	GLOBAL MEDIA VENTURES INDIA PRIVATE LIMITED
	At the beginningof theyear	01/04/2018		50000	0.19	-	-
	Changes duringtheyear	03/08/2018	Buy	60000	0.23	110000	0.43
	At the end of theyear	31/03/2019		-	-	110000	0.43

Sl No	Name of the Shareholders	Date	Reason	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Cumulative Shareholding during the year	Cumulative Shareholding during the year
				No. of Shares	% of total shares of the company	No. of Shares	% of total shares of the company
13.	DEEPAK GUPTA
	At the beginning of the year	01/04/2018		27666	0.11	-	-
	Changes during the year	06/04/2018	Buy	18000	0.07	45666	0.18
		13/04/2018	Buy	5408	0.02	51074	0.20
		20/04/2018	Buy	2552	0.01	53626	0.21
		04/05/2018	Buy	5000	0.02	58626	0.23
		11/05/2018	Buy	2000	0.01	60626	0.24
		18/05/2018	Buy	25862	0.10	86488	0.34
		15/06/2018	Buy	493	0.00	86981	0.34
		22/06/2018	Buy	10323	0.04	97304	0.38
		29/06/2018	Buy	400	0.00	97704	0.38
		03/08/2018	Buy	500	0.00	98204	0.38
		10/08/2018	Buy	4001	0.02	102205	0.40
		24/08/2018	Buy	1405	0.01	103610	0.40
		31/08/2018	Buy	61	0.00	103671	0.40
		07/09/2018	Sell	500	0.00	103171	0.40
		28/09/2018	Buy	2126	0.01	105297	0.41
		05/10/2018	Sell	2000	0.01	103297	0.40
		12/10/2018	Buy	1000	0.00	104297	0.41
		19/10/2018	Sell	1500	0.01	102797	0.40
		26/10/2018	Buy	1	0.00	102798	0.40
		15/03/2019	Sell	555	0.00	102243	0.40
		22/03/2019	Buy	550	0.00	102793	0.40
	At the end of the year	31/03/2019		-	-	102793	0.40
14.	MONIKA GUPTA
	At the beginning of the year	01/04/2018		27348	0.11	-	-
	Changes during the year	06/04/2018	Buy	38822	0.15	66170	0.26
		18/05/2018	Buy	4330	0.02	70500	0.27
		25/05/2018	Buy	1000	0.00	71500	0.28
		08/06/2018	Buy	2000	0.01	73500	0.29
		29/06/2018	Buy	2965	0.01	76465	0.30
		06/07/2018	Buy	3000	0.01	79465	0.31
		20/07/2018	Sell	2500	0.01	76965	0.30
		31/08/2018	Buy	2999	0.01	79964	0.31
		28/09/2018	Buy	2000	0.01	81964	0.32
	At the end of the year	31/03/2019		-	-	81964	0.32
15.	KARVY STOCK BROKING LTD.
	At the beginning of the year	01/04/2018		52752	0.21	-	-
	Changes during the year	06/04/2018	Buy	1502	0.01	54254	0.21
		13/04/2018	Sell	4203	0.02	50051	0.19
		20/04/2018	Buy	12852	0.05	62903	0.24
		27/04/2018	Buy	9778	0.04	72681	0.28
		04/05/2018	Sell	6997	0.03	65684	0.26
		11/05/2018	Sell	1861	0.01	63823	0.25
		18/05/2018	Sell	772	0.00	63051	0.25
		25/05/2018	Sell	3033	0.01	60018	0.23

98[|] Annual Report 2018-2019

RS Software (India) Limited[|] 99

Name of the Shareholders	Date	Reason	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Cumulative Shareholding during the year	Cumulative Shareholding during the year	(v) Shareholding of Directors and Key Managerial Personnel: Sl No Name of the Directors and KMP Date Reason Shareholding at the beginning of the year No. of Shares % of total shares of the company 1. RAJNIT RAI JAIN (Chairman & Managing Director) At the beginning of the year 01/04/2018 10035648 39.04 Changes during the year Nil At the end of the year 31/03/2019 - - 2. SARITA JAIN (Non-Executive Director) At the beginning of the year 01/04/2018 366544 1.43 Changes during the year Nil At the end of the year 31/03/2019 - - 3. RAJASEKHAR RAMARAJ (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 68400 0.27 Changes during the year Nil At the end of the year 31/03/2019 - - 4. RICHARD NICHOLAS LAUNDER (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 48400 0.19 Changes during the year Nil At the end of the year 31/03/2019 - - 5. SHITAL KUMAR JAIN (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 0 0.00 Changes during the year Nil At the end of the year 31/03/2019 - - 6. VIJENDRA KUMAR SURANA (CFO & CS) At the beginning of the year 01/04/2018 14 0.00 Changes during the year Nil At the end of the year 31/03/2019 - - V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured Loans excluding deposits Unsecured Loans Indebtedness at the beginning of the fnancial year i) Principal Amount - - ii) Interest due but not paid - - iii) Interest accrued but not due - - Total (i+ii+iii) - - Change in Indebtedness during the fnancial year Addition - - Reduction - - Net Change - - Indebtedness at the end of the fnancial year i) Principal Amount - - ii) Interest due but not paid - - iii) Interest accrued but not due - - Total (i+ii+iii) - -	(v) Shareholding of Directors and Key Managerial Personnel: Sl No Name of the Directors and KMP Date Reason Shareholding at the beginning of the year No. of Shares % of total shares of the company 1. RAJNIT RAI JAIN (Chairman & Managing Director) At the beginning of the year 01/04/2018 10035648 39.04 Changes during the year Nil At the end of the year 31/03/2019 - - 2. SARITA JAIN (Non-Executive Director) At the beginning of the year 01/04/2018 366544 1.43 Changes during the year Nil At the end of the year 31/03/2019 - - 3. RAJASEKHAR RAMARAJ (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 68400 0.27 Changes during the year Nil At the end of the year 31/03/2019 - - 4. RICHARD NICHOLAS LAUNDER (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 48400 0.19 Changes during the year Nil At the end of the year 31/03/2019 - - 5. SHITAL KUMAR JAIN (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 0 0.00 Changes during the year Nil At the end of the year 31/03/2019 - - 6. VIJENDRA KUMAR SURANA (CFO & CS) At the beginning of the year 01/04/2018 14 0.00 Changes during the year Nil At the end of the year 31/03/2019 - - V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured Loans excluding deposits Unsecured Loans Indebtedness at the beginning of the fnancial year i) Principal Amount - - ii) Interest due but not paid - - iii) Interest accrued but not due - - Total (i+ii+iii) - - Change in Indebtedness during the fnancial year Addition - - Reduction - - Net Change - - Indebtedness at the end of the fnancial year i) Principal Amount - - ii) Interest due but not paid - - iii) Interest accrued but not due - - Total (i+ii+iii) - -	(v) Shareholding of Directors and Key Managerial Personnel: Sl No Name of the Directors and KMP Date Reason Shareholding at the beginning of the year No. of Shares % of total shares of the company 1. RAJNIT RAI JAIN (Chairman & Managing Director) At the beginning of the year 01/04/2018 10035648 39.04 Changes during the year Nil At the end of the year 31/03/2019 - - 2. SARITA JAIN (Non-Executive Director) At the beginning of the year 01/04/2018 366544 1.43 Changes during the year Nil At the end of the year 31/03/2019 - - 3. RAJASEKHAR RAMARAJ (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 68400 0.27 Changes during the year Nil At the end of the year 31/03/2019 - - 4. RICHARD NICHOLAS LAUNDER (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 48400 0.19 Changes during the year Nil At the end of the year 31/03/2019 - - 5. SHITAL KUMAR JAIN (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 0 0.00 Changes during the year Nil At the end of the year 31/03/2019 - - 6. VIJENDRA KUMAR SURANA (CFO & CS) At the beginning of the year 01/04/2018 14 0.00 Changes during the year Nil At the end of the year 31/03/2019 - - V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured Loans excluding deposits Unsecured Loans Indebtedness at the beginning of the fnancial year i) Principal Amount - - ii) Interest due but not paid - - iii) Interest accrued but not due - - Total (i+ii+iii) - - Change in Indebtedness during the fnancial year Addition - - Reduction - - Net Change - - Indebtedness at the end of the fnancial year i) Principal Amount - - ii) Interest due but not paid - - iii) Interest accrued but not due - - Total (i+ii+iii) - -	(v) Shareholding of Directors and Key Managerial Personnel: Sl No Name of the Directors and KMP Date Reason Shareholding at the beginning of the year No. of Shares % of total shares of the company 1. RAJNIT RAI JAIN (Chairman & Managing Director) At the beginning of the year 01/04/2018 10035648 39.04 Changes during the year Nil At the end of the year 31/03/2019 - - 2. SARITA JAIN (Non-Executive Director) At the beginning of the year 01/04/2018 366544 1.43 Changes during the year Nil At the end of the year 31/03/2019 - - 3. RAJASEKHAR RAMARAJ (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 68400 0.27 Changes during the year Nil At the end of the year 31/03/2019 - - 4. RICHARD NICHOLAS LAUNDER (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 48400 0.19 Changes during the year Nil At the end of the year 31/03/2019 - - 5. SHITAL KUMAR JAIN (Non-Executive & Independent Director) At the beginning of the year 01/04/2018 0 0.00 Changes during the year Nil At the end of the year 31/03/2019 - - 6. VIJENDRA KUMAR SURANA (CFO & CS) At the beginning of the year 01/04/2018 14 0.00 Changes during the year Nil At the end of the year 31/03/2019 - - V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured Loans excluding deposits Unsecured Loans Indebtedness at the beginning of the fnancial year i) Principal Amount - - ii) Interest due but not paid - - iii) Interest accrued but not due - - Total (i+ii+iii) - - Change in Indebtedness during the fnancial year Addition - - Reduction - - Net Change - - Indebtedness at the end of the fnancial year i) Principal Amount - - ii) Interest due but not paid - - iii) Interest accrued but not due - - Total (i+ii+iii) - -
							Sl No	Name of the Directors and KMP	Date	Reason	Shareholding at the beginning of the year			Cumulative Shareholding during the year
			No. of Shares	% of total shares of the company	No. of Shares	% of total shares of the company
											No. of Shares		% of total shares of the company	No. of Shares	% of total shares of the company
	01/06/2018	Sell	370	0.00	59648	0.23
	08/06/2018	Buy	621	0.00	60269	0.23	1.	RAJNIT RAI JAIN (Chairman & Managing Director)
	15/06/2018	Sell	463	0.00	59806	0.23		At the beginning of the year	01/04/2018		10035648		39.04	-	-
	22/06/2018	Buy	249	0.00	60055	0.23		Changes during the year			Nil
	29/06/2018	Sell	165	0.00	59890	0.23		At the end of the year	31/03/2019		-		-	10035648	39.04
	06/07/2018	Sell	9485	0.04	50405	0.20	2.	SARITA JAIN (Non-Executive Director)
	13/07/2018	Buy	539	0.00	50944	0.20		At the beginning of the year	01/04/2018		366544		1.43	-	-
	20/07/2018	Buy	574	0.00	51518	0.20		Changes during the year			Nil
	27/07/2018	Buy	3446	0.01	54964	0.21		At the end of the year	31/03/2019		-		-	366544	1.43
	03/08/2018	Buy	17776	0.07	72740	0.28	3.	RAJASEKHAR RAMARAJ (Non-Executive & Independent Director)
	10/08/2018	Sell	526	0.00	72214	0.28		At the beginning of the year	01/04/2018		68400		0.27	-	-
	17/08/2018	Sell	1188	0.00	71026	0.28		Changes during the year			Nil
	24/08/2018	Buy	484	0.00	71510	0.28
								At the end of the year	31/03/2019		-		-	68400	0.27
	31/08/2018	Buy	4321	0.02	75831	0.29
							4.	RICHARD NICHOLAS LAUNDER (Non-Executive & Independent Director)
	07/09/2018	Sell	65	0.00	75766	0.29
								At the beginning of the year	01/04/2018		48400		0.19	-	-
	14/09/2018	Buy	1204	0.00	76970	0.30
								Changes during the year			Nil
	21/09/2018	Sell	1989	0.01	74981	0.29
								At the end of the year	31/03/2019		-		-	48400	0.19
	28/09/2018	Sell	446	0.00	74535	0.29
							5.	SHITAL KUMAR JAIN (Non-Executive & Independent Director)
	05/10/2018	Buy	616	0.00	75151	0.29
								At the beginning of the year	01/04/2018		0		0.00	-	-
	12/10/2018	Buy	862	0.00	76013	0.30
								Changes during the year			Nil
	19/10/2018	Buy	513	0.00	76526	0.30
								At the end of the year	31/03/2019		-		-	0	0.00
	26/10/2018	Buy	1039	0.00	77565	0.30
							6.	VIJENDRA KUMAR SURANA (CFO & CS)
	02/11/2018	Buy	19148	0.07	96713	0.38
								At the beginning of the year	01/04/2018		14		0.00	-	-
	09/11/2018	Buy	556	0.00	97269	0.38
								Changes during the year			Nil
	16/11/2018	Sell	922	0.00	96347	0.37
								At the end of the year	31/03/2019		-		-	14	0.00
	23/11/2018	Buy	300	0.00	96647	0.38

	30/11/2018	Sell	5175	0.02	91472	0.36
	07/12/2018	Sell	4744	0.02	86728	0.34
	14/12/2018	Buy	317	0.00	87045	0.34
	21/12/2018	Sell	5337	0.02	81708	0.32				Secured Loans excluding deposits		Unsecured Loans		Deposits	Total
	28/12/2018	Buy	1344	0.01	83052	0.32
	31/12/2018	Buy	7596	0.03	90648	0.35	Indebtedness at the beginning of the fnancial year
	04/01/2019	Buy	7688	0.03	98336	0.38	i) Principal Amount			-		-		-	-
	11/01/2019	Sell	1073	0.00	97263	0.38	ii) Interest due but not paid			-		-		-	-
	18/01/2019	Sell	13428	0.05	83835	0.33	iii) Interest accrued but not due			-		-		-	-
	25/01/2019	Sell	1819	0.01	82016	0.32	Total (i+ii+iii)			-		-		-	-
	01/02/2019	Buy	1916	0.01	83932	0.33	Change in Indebtedness during the fnancial year
	08/02/2019	Sell	5877	0.02	78055	0.30	Addition*			-		-		-	-
	15/02/2019	Sell	404	0.00	77651	0.30	Reduction*			-		-		-	-
	22/02/2019	Sell	1250	0.00	76401	0.30	Net Change			-		-		-	-
	01/03/2019	Buy	2115	0.01	78516	0.31	Indebtedness at the end of the fnancial year
	08/03/2019	Sell	1089	0.00	77427	0.30	i) Principal Amount			-		-		-	-
	15/03/2019	Buy	1730	0.01	79157	0.31	ii) Interest due but not paid			-		-		-	-
	22/03/2019	Sell	1239	0.00	77918	0.30	iii) Interest accrued but not due			-		-		-	-
	29/03/2019	Buy	2314	0.01	80232	0.31	Total (i+ii+iii)			-		-		-	-
At the end of theyear	31/03/2019		-	-	80232	0.31

100[|] Annual Report 2018-2019

RS Software (India) Limited[|] 101

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. No.	Particulars of Remuneration	Mr. Rajnit Rai Jain (Chairman & Managing Director)	Total Amount (HIn Lakhs)
1	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income- tax Act, 1961	55.84	55.84
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	-	-
	(c) Profts in lieu of salary under section 17(3) Income- tax Act, 1961	-	-
2	Stock Option	-	-
3	Sweat Equity	-	-
4	Commission - as % of proft - others, specify	0.00	0.00
5	Others (Employer’s Provident Fund)	4.32	4.32
	Total (A)	60.16	60.16
	Ceiling as per the Act	As per Part II of Schedule V of the Companies Act,2013

B. Remuneration to other directors:

Sl. No.	Particulars of Remuneration (INR)	Name of Directors	Name of Directors	Name of Directors		Total Amount (HIn lakhs)
		Mr. Shital Kumar Jain	Mr. Rajasekhar Ramaraj	Mr. Richard Nicholas Launder	Mrs. Sarita Jain
1	Independent Directors
	Fee for attending board/ committee meetings	4.00	6.00	4.80	-	14.80
	Commission	-	-	-	-	-
	Others, please specify	-	-	-	-
	Total(1)	4.00	6.00	4.80	-	14.80
2.	Other Non-Executive Directors
	Fee for attending board/ committee meetings	-	-	-	1.60	1.60
	Commission	-		-	-
	Others, please specify	-	-	-	-
	Total (2)	-	-	-	1.60	1.60
	Total(B)=(1+2)	4.00	6.00	4.80	1.60	16.40
	Total Managerial Remuneration (A+B)	76.62
	Overall Ceiling as per the Act	The limit as prescribed under Companies Act,2013

Total managerial remuneration paid to Managing Director. The Non-executive directors are not being paid any remuneration except sitting fees.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER/WTD

Sl. No.	Particulars of Remuneration (INR)	Particulars of Remuneration (INR)	Particulars of Remuneration (INR)	Particulars of Remuneration (INR)	Key Managerial Personnel	Key Managerial Personnel	Key Managerial Personnel	Key Managerial Personnel
					CEO	CFO & Company Secretary		Total Amount (HIn lakhs)
2	Stock Option				-	-		-
3	Sweat Equity				-	-		-
4	Commission - as % of proft - others, specify…				-	-		-
5	Others (Employer’s Provident Fund)				4.32	3.28		7.60
	Total (INR.)				60.16	67.09		127.25
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: There were no penalties, punishment or compounding of ofences during the year ended 31 March, 2019.
Type		Section of the Companies Act, 2013	Brief description	Details of Penalty/ Punishment/ Compounding fees imposed			Authority [RD/ NCLT/Court]	Appeal made. If any (give details)
A. Company
Penalty		NIL
Punishment
Compounding
B. Directors
Penalty		NIL
Punishment
Compounding
C. Other Ofcers in default
Penalty		NIL
Punishment
Compounding

For and on behalf of the Board of Directors

Sd/Ranjit Rai Jain Chairman and Managing Director (DIN. 00122942)

Dated: 30 April, 2019 Place: Kolkata

Sl. No.	Particulars of Remuneration (INR)	Key Managerial Personnel	Key Managerial Personnel	Key Managerial Personnel
		CEO	CFO & Company Secretary	Total Amount (HIn lakhs)
1	Gross salary (a) Salary as per provisions contained in section 17(1) of the Income- tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profts in lieu of salary under section 17(3) Income-tax Act, 1961	55.84	63.81	119.65

102[|] Annual Report 2018-2019

RS Software (India) Limited[|] 103

ANNEXURE ‘E’

Annexure to the Director

Statement pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016

i. The ratio of the remuneration of each director to the median remuneration of all the employees of the company for the financial year 2018-19 is as follows:

Sl. No.	Name of the Directors	Remuneration (HIn lacs)	Median Remuneration of Employees (HIn Lacs)	Ratio
1.	RAJNIT RAI JAIN	60.16	9.63	6.25:1

ii. The percentage increase in remuneration of each Director, Chief Financial Officer & Company Secretary in the financial year 2018-19:

Sl. No.	Name	Designation	Remuneration of previous year (Hin lacs)	Remuneration of Current year (Hin lacs)	% increase / (decrease) in remuneration
1	RAJNIT RAI JAIN	CHAIRMAN & MANAGING DIRECTOR	58.32	60.16	3.16
2	MR. VIJENDRA KUMAR SURANA	CFO & COMPANY SECRETARY	66.65	67.09	0.66

iii. The percentage increase in the median remuneration of employees in the financial year:

Median remuneration of previous year (HIn lacs)	Median remuneration of current year (HIn lacs)	%increase
8.50	9.63	13.29

iv. The number of permanent employees on the rolls of company as on 31.03.2019 is 287
v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Sl. No.	Particulars	Average % increase/ (decrease)
1	Increase/ (decrease) in salaryof KMP	3.82
2	Increase/ (decrease) in salary of employee (other than KMP)	5.60

vi. Affirmation that the remuneration is as per the remuneration policy of the company:
It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees, adopted by the Company

STATEMENT PURSUANT TO SECTION 197(12) READ WITH RULE 5(2) AND (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016

Sl. No.	Name	Designation/ Nature of Duties	Remuneration Received (HIn Lacs)	Qualifcation	Experience in years	Age in years	Date of com- mencement of employment	Last employment held	Percentage of Equity Shares held by the employee in the Company
1.	Vijendra Kumar Surana	CFO and Company Secretary	67.09	MBA, FCA, ACS, AICMA	24	47.5	2 Nov, 07	VISA International	-
2.	Rajnit Rai Jain	Chairman and Managing Director	60.16	B.S, MBA	31	62.5	2 Dec, 87	-	39.04%
3.	Sumit Mishra	Associate Vice President	53.16	M.E.	27	52.5	21 Apr, 08	Praxis Softek Solutions	-
4.	Pranjal Chakraborti	General Manager	43.05	B.Tech; MBA	22	46	3 May, 18	Indepay Networks Private Limited	-
5.	Abir Mukhopadhyay	Senior Manager	42.73	B.E.	22	44.4	1 Jul, 97	-	-
6.	Aniruddha Rai Chaudhuri	General Manager	42.45	B.SC., PGCACS	25	47.4	3 May, 99	Globsyn Technologies	-
7.	Chinmoy Das	Principal Consultant	41.47	B.E.	24	47.5	28 Jan, 08	CTS	-
8.	Souvik Datta Ray	Deputy General Manager	34.61	B.E.	21	46.9	15 Feb, 99	Air conditioning CorpLtd	-
9.	Dipanjan Biswas	Senior Technical Consultant	31.47	B.E.	20.3	44	19 Mar, 18	CTS	-
10.	Milind Kamat	Chief Operating Ofcer	18.51	MASTER OF SCIENCE	29.5	53.1	25 Jan, 19	INGENICO	-

Notes:

In terms of the proviso to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of employees posted and working in a country outside India, not being Directors or their relatives, have not been included in the above statement.
None of the Employees listed above is a relative of any director of the Company.
The nature of employment is contractual in all the above cases.
None of the Employees listed above owns 2% or more of the paid-up equity share capital of the Company.
The above statement covers the remuneration paid by the Company and not by any subsidiary/ies.

For and on behalf of the Board of Directors

Place: Kolkata Date: 30 April, 2019

Sd/Rajnit Rai Jain Chairman & Managing Director (DIN: 00122942)

104[|] Annual Report 2018-2019

RS Software (India) Limited[|] 105

Annexure ‘F’

Corporate Social Responsibility

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES/ INITIATIVES FOR THE FY 2018-19

Annexure ‘G’

Annexure to Directors’ Report

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

[Pursuant to Section 135 of Companies Act, 2013 read with Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014]

A brief outline of the company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

The composition of the CSR Committee:

S. No.	Name	Designation
1.	Mr. Rajnit Rai Jain	Chairman,CSR Committee
2.	Mr. Shital Kumar Jain	Member
3.	Mr. Rajasekar Ramaraj	Member

Average Net proft of the Company for last three Financial Years: (Amount in lacs.)	Average Net proft of the Company for last three Financial Years: (Amount in lacs.)	Average Net proft of the Company for last three Financial Years: (Amount in lacs.)
S. No.	Financial Year	Proft/(Loss) after adjustments
1.	2017-2018	(970.07)
2.	2016-2017	(1401.51)
3.	2015-2016	1346.33
Total		(1025.25)
Total Average net Proft/(Loss) for CSR = Total/3		(341.75)

Prescribed CSR Expenditure at 2%: Nil
Details of CSR spent during the Financial Year:
(a) Total amount to be spent for the financial year: Nil
(b) Amount unspent, if any: Not Applicable
(c) Manner in which the amount is spent: Not Applicable
In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the reasons for not spending the amount:

7. CSR committee Responsibility statement:

We hereby confirm that the implementation of the Policy and monitoring of the CSR projects and activities is in compliance with CSR objectives and CSR Policy of the Company.

A. Details of Conservation of Energy:

The Company uses electric energy for all its equipment such as air conditioners, computer terminals, lighting and utilities in the work premises. All possible measures have been taken to conserve energy.
Through periodic energy audits to identify potential areas for saving
By incorporating energy- efficient equipment
Through automation i.e., using timers, automatic level controllers etc.

: The details are given below:

B. Technology Absorption

(a) Research & Development

Specific area in which R & D : Technology research was done in RS Payments Lab on distributed data processing architecture work has been done by the like Hadoop, real time analytics frameworks like Spark, Python, Neo4J, Redis, device fingerprinting, Company Machine Learning techniques, Descriptive Analytics, Predictive Analytics applied to digital fraud analytics and business insights and decisions. Other initiatives include cloud enablement, 3DS 2.0, Test Automation of Risk and Fraud Platform, API Platform, etc. New courses were created and offered to internal employees. A major transformative move was made towards development of digital products and platforms for payment processors and aggregators in India and global markets.
Benefits expected from the : The competence built is helping the company gain mileage to win large end-to-end multiR & D year engagements, acquire new customers and assure value added services to all customers. The digital products and platforms are gaining market traction. The company prepared itself to generate revenue from transaction processing such as Fraud and Risk platform, UPI Middleware platform to banks, 3DS2.0 Test Automation platform, etc. These assets work as door openers to acquire new customers for services business as well.
Future plan of action

(b) Technology Absorption, Adaptation and Innovation
Efforts made towards : Technology exploration and absorption was done in RS Payments Lab on API platform technology absorption, development and management, building micro services, API platform, developer portal, adaptation and innovation sandbox, data analytics, payment gateway, test automation, CRM, estate management, Wallets for UPI Pay and Bill Pay, automated underwriting. Open Source software products were reviewed, explored and then used for highly scalable and available systems. An open technology stack was used to architect a high performance and scalable financial fraud and risk management.

For and on behalf of the Corporate Social Responsibility Committee

Place : Kolkata Date : 30 April, 2019

Sd/Sd/Rajnit Rai Jain Mr. Shital Kumar Chairman of CSR Committee Member of CSR Committee Chairman & Managing Director Director (DIN: 00122942) (DIN: 00047474)

106[|] Annual Report 2018-2019

RS Software (India) Limited[|] 107

Annexure ‘H’

Corporate Governance and Disclosures

Benefits derived as a result of :
- The efforts are translating to transforming Indian society towards adoption of digital payments. These are translating to business growth with existing customers as well as build a rich service portfolio for new customer accounts. Going ahead the company plans to actively acquire new customers using the knowledge and competency acquired. The effort is effective in launching RS in platform business and data analytics based engagements. It helps change the market perception of RS branding from technology services provider to business service provider.
C. Earnings and Expenditures in Foreign Currency
Initiatives like increasing : Nil

exports, development of new export markets etc. to earnings in foreign currency

Earning in Foreign Currency : 4,598.42 (INR in Lacs)
Expenditure in Foreign : 4,716.06 Currency (INR in Lacs)

For and on behalf of the Board of Directors

Sd/-

Rajnit Rai Jain Chairman & Managing Director (DIN: 00122942)

Place: Kolkata Date: 30 April, 2019

A. MANDATORY DISCLOSURES

1. COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

The Corporate Governance philosophy of the Company is as follows:
�� law. Corporate Governance standards should go beyond the law.
�� levels. When in doubt, disclose it.
�� and corporate resources.
�� the Company is running internally.
�� solely by business needs.
�� Company operates.
�� not the owner.

THE BOARD OF DIRECTORS

BOARD SIZE AND COMPOSITION

The maximum time gap between any consecutive meetings did not exceed 120 (One Hundred Twenty) days.

108[|] Annual Report 2018-2019

RS Software (India) Limited[|] 109

Sl. No.	Name of Directors	DIN	Category
1.	Mr. RAJNIT RAI JAIN (Chairman & Managing Director)	00122942	Executive Director
2.	Mr. SHITAL KUMAR JAIN	00047474	Independent Director
3.	Mr. RAJASEKAR RAMARAJ	00090279	Independent Director
4.	Mrs. SARITA JAIN	00206743	Non-Executive Director
5.	Mr. RICHARD NICHOLAS LAUNDER	03375772	Independent Director

Mr. Shital Kumar Jain is also the director of PNB Housing Finance Limited, a listed entity. None of the other directors are directors of other listed companies.

MEETING OF INDEPENDENT DIRECTOR (IDS)

�� and the Board as a whole
�� company, taking into account the views of executive directors and non-executive directors

�� information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

FAMILIARIZATIONS PROGRAMME FOR INDEPENDENT DIRECTORS

The information flow between your Company’s Management and the Board is complete, timely with good quality and sufficient quantity.

PERFORMANCE EVALUATION

During the year, the Board has carried out an annual evaluation of its own performance, performance of the Directors, as well as the evaluation of the working of its Committees.

Key Skills/Expertise/Competence of the Board of Directors

Based on these criteria, the performance of the Individual Directors (including Independent Directors), the Board and

Skills/Expertise/ Competence	Details
Behavioral	Fulflling a director’s duties and responsibilities, putting the organization’s interests before personal interests, acting ethically, active contributor, collaborative, performance oriented and professional.
Financial	Qualifcations and/or experience in accounting and/or fnance and the ability to analyze key fnancial statements, leadership of a fnancial frm or management of the fnance functions of an expertise, resulting in profciency in complex fnancial management, capital allocation, and fnancial reporting processes, or experience in actively supervising a principal fnancial ofcer, auditor or person performing similar functions.
Diversity	Representations of gender, ethic, geographic, cultural or other prospective that expands the Board’s understanding of the needs and viewpoints of the company’s customers, partners, employees, governments, and other stakeholders worldwide.
Industry	Experience in the fnancial services sector in which the company operates. Experience in driving business successfully around the world, with an understanding of diverse environments, economic conditions, cultures, and a broad perspective on global opportunities.

110[|] Annual Report 2018-2019

RS Software (India) Limited[|] 111

Skills/Expertise/ Competence	Details
Technology	Signifcant backgrounds in technology, resulting in knowledge of how to anticipate technological trends, innovations and extend or create new business models.
Strategic Expertise	Ability to understand, critically access and review business strategies including acquisitions and other business combinations.
Board Service and Governance	Service on a public company board to develop insights and maintain board and management accountability, protects shareholder interests and observingappropriategovernancepractices.

Further in the table below, the specific areas of skills/ expertise/competencies of individual Board members have been highlighted.

Name of Director		Skills/ Expertise/Competencies	Skills/ Expertise/Competencies	Skills/ Expertise/Competencies	Skills/ Expertise/Competencies	Skills/ Expertise/Competencies	Skills/ Expertise/Competencies
	Behavioral	Financial	Diversity	Industry	Technology	Strategic Expertise	Board Service and Governance
Mr. Rajnit Rai Jain	�	�	�	�	�	�	�
Mr. Shital Kumar Jain	�	�	�	�	-	�	�
Mrs. Sarita Jain	�	-	-	�	-	�	�
Mr. Rajasekar Ramaraj	�	�	�	�	�	�	�
Mr. Richard Nicholas Launder	�	�	�	�	�	�	�

COMPOSITION, CATEGORY AND OTHER RELEVANT DETAILS OF DIRECTORS ALONGWITH ATTENDANCE OF EACH DIRECTOR AT THE MEETING OF THE BOARD OF DIRECTORS AND THE LAST ANNUAL GENERAL MEETING

Name of Director	Attendance Particulars	Attendance Particulars	Attendance Particulars		Number of other Directorship, Committee Membership and Chairmanship	Number of other Directorship, Committee Membership and Chairmanship	Number of other Directorship, Committee Membership and Chairmanship	No. of shares and convertible instruments held *	Relation- ship with other Directors
	Board Meetings		Category	Last AGM	Other Directorship @	Committee Member- ship #	Committee Chairman- ship #
	Held	Attended
Mr. Rajnit Rai Jain	5	5	Executive Director (Chairman & Managing Director)	Yes	-	2	-	10035648	Husband of Mrs. Sarita Jain
Mr. Shital Kumar Jain	5	2	Non- Executive & Independent Director	No	2	2	2	Nil	-
Mrs. Sarita Jain	5	4	Non-Executive Director	No	-	-	-	3,66,544 Equity Shares	Wife of Mr. Rajnit Rai Jain
Mr. Rajasekar Ramaraj	5	3	Non- Executive & Independent Director	Yes	2	2	-	68,400 Equity Shares	-
Mr. Richard Nicholas Launder	5	2	Non- Executive & Independent Director	Yes	-	1	-	48,400 Equity Shares	-

@ Excludes directorships held in Foreign Companies, Section 8 Companies and Private Companies.

Only Audit Committee and Stakeholders’ Relationship Committee of Public Limited Companies, whether Listed or not including the reporting company had been considered as per Regulation 26 of SEBI (LODR) 2015.
Represents number of shares and convertible instruments held by the Directors as on 31.03.2019.

CODE OF CONDUCT

The Company has adopted a Code of Conduct specifically for the members of the Board of Directors and/or members of the Senior Management of the Company, which sets out as follows:

3. AUDIT COMMITTEE

COMPOSITION

The constitution of the Committee, number of meetings held and attendance of the members are given below:-

Name of Members	Category	Attendance at Audit Committee Meetings	Attendance at Audit Committee Meetings
		Held	Attended
Mr. Shital Kumar Jain (Chairman of the Audit Committee)	Non –Executive & Independent Director	4	2
Mr. Rajnit Rai Jain	Executive Director	4	4
Mr. Rajasekar Ramaraj	Non- Executive & Independent Director	4	3
Mr. Richard Nicholas Launder	Non- Executive & Independent Director	4	2

Mr. Vijendra Kumar Surana, the Company Secretary acts as the Secretary to the Audit Committee.

MEETINGS:

TERMS OF REFERENCE:

The Audit Committee of the Board is constituted in compliance with the provisions of section 177 of Companies Act 2013 read

with regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

The committee shall act in accordance with the terms of reference specified by board which shall, inter alia, include—

Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
Recommendation to the Board for appointment, reappointment, remuneration, terms of appointment of Auditor and if required the replacement or removal of Auditors of the Company.
Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors
Reviewing and monitor the auditor’s independence and performance, and effectiveness of audit process.
Reviewing with management, performance of Statutory & Internal Auditor, adequacy of Internal Control System, scope of audit and note the observation of Auditors.
Examination & review of the Annual financial statement, auditors’ report with management before submission to board with particular reference to :
Matters required being included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub section 3 of section 134 of the Companies Act, 2013.
Changes, if any, in accounting policies and practices and reasons for the same.
Major accounting entries involving estimates based on the exercise of judgment by management.
Significant adjustments made in the financial statements arising out of audit findings.
Compliance with listing and other legal requirements relating to financial statements.
Disclosure of any related party transactions.
modified opinion in the draft audit report.
Review, approve or any subsequent modification of transactions of the company with related parties and to grant omnibus approval for related party transactions which are in the ordinary course of business and on an arm’s length pricing basis subject to the approval of the Board

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Reviewing with management quarterly, half yearly financial statement before submission to the board for approval;
Valuation of undertakings or assets of the company, wherever it is necessary;
Evaluation of internal financial controls and risk management systems;
Reviewing with the management, the statement of uses /application of funds raised through an issue & other related matter and make appropriate recommendations to the Board to take up steps in this matter.
Discussion with Statutory Auditor before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.
The review the functioning of Vigil Mechanism /Whistle Blower Policy adopted for Directors & employees of the company to report their genuine concerns and shall have direct access to the chairperson of the Audit Committee in appropriate or exceptional cases
Scrutiny of Inter corporate Loans & Investments.
Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
Discussion with internal auditors any significant findings and follow up there on.
Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.
Approval or any subsequent modification of transactions of the listed entity with related parties;
Approval of appointment/ removal including terms of remuneration of Chief Financial Officer. (i.e., the wholetime Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
�� in Section 177 of the Companies Act, 2013, Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI Listing Regulations, 2015.

4. STAKEHOLDERS RELATIONSHIP COMMITTEE

COMPOSITION

The constitution of the Committee, number of meetings held and attendance of the members are given below:-

Name of Members	Category	Attendance at Stakeholder’s Relationship Committee Meetings	Attendance at Stakeholder’s Relationship Committee Meetings
		Held	Attended
Mr. Shital Kumar Jain (Chairman of the Committee)	Non –Executive & Independent Director	4	2
Mr. Rajnit Rai Jain	Executive Director	4	4
Mr. Rajasekar Ramaraj	Non- Executive & Independent Director	4	2

Meetings:

During the year 2018-19, the Committee met 4 (Four) times on 18 April, 2018, 26 July, 2018, 9 October, 2018 and 21 January, 2019.

Terms of Reference

The Committee has been formed to undertake following activities:

Oversee and review all matters connected with the transfer of the Company’s securities.
Oversee the performance of the Company’s Registrars and Transfer Agents.
Carry out any other function as is referred by the Board from time to time and / or enforced by any statutory

notification / amendment or modification as may be applicable.

Perform such other functions as may be necessary or appropriate for the performance of its duties.
Consider, resolve and monitor redressal of investors’ / shareholders’ grievances related to transfer of shares, nonreceipt of Annual Report, non-receipt of declared dividend etc.
Monitor implementation and compliance with the Company’s Code of Conduct for Prohibition of Insider Trading.

INVESTORS’ GRIEVANCES

During the Financial Year ended 31 March, 2019, the Company received complaint from the Shareholders / Investors of the Company as given below:

SEBI SCORES

During the year company has received 3 complaints from SCORES which are fully resolved and no complaints are pending to be resolved as on date.

NAME, DESIGNATION AND ADDRESS OF COMPLIANCE OFFICER:

Mr. Vijendra Kumar Surana CFO & Company Secretary R S Software (India) Limited ‘FMCFORTUNA’, 1st Floor, A-2, 234/3A, A.J.C. Bose Road, Kolkata - 700020

5. NOMINATION & REMUNERATION COMMITTEE: COMPOSITION:

The constitution of the Committee, number of meetings held and attendance of the members are given below:-

Name of Members	Category	Attendance at Nomination & Remuneration Committee Meetings	Attendance at Nomination & Remuneration Committee Meetings
		Held	Attended
Mr. Rajasekar Ramaraj (Chairman of the Committee)	Non –Executive & Independent Director	3	2
Mr. Rajnit Rai Jain	Executive Director	3	3
Mr. Shital Kumar Jain	Non- Executive & Independent Director	3	2
Mr. Richard Nicholas Launder	Non-Executive & Independent Director	3	2

MEETINGS:

TERMS OF REFERENCE:

The committee is primarily responsible for:

Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, KMP and other employees
Whether to extend or continue the term of appointment of the independent director, on the basis of the report of evaluation of independent directors.
Identifying and assessing potential individuals in accordance with the Criteria laid down for appointment and re-appointment as Directors / Independent Directors on the Board and as Key Managerial Personnel / senior management and recommend to the Board their appointment and removal
Formulate the criteria for performance evaluation of independent directors and the Board of directors.
Devise a policy on Diversity of Board of Directors.
Periodically reviewing the size and composition of the Board to ensure that the structured commensurate with the requirement of the company.

Other matters specified for Nomination and Remuneration Committee in Section 178 of the Companies Act, 2013

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Companies (Meetings of Board and its Powers) Rules, 2014 and under SEBI Listing Regulations, 2015

PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

The N&R Committee considers the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.

Diversity of the Board.
Demonstrable leadership skills;
Commitment to high standards of ethics, personal integrity and probity;
Commitment to the promotion of equal opportunities, community cohesion and health and safety in the workplace;
Having continuous professional development to refresh knowledge and skills.
Degree holder in relevant disciplines;
Experience of management in a diverse organization;
Excellent interpersonal, communication and representational skills

REMUNERATION POLICY

REMUNERATION POLICY FOR DIRECTORS

��

Name of Non- Executive Directors	Sitting fees (Hin Lakhs)	Sitting fees (Hin Lakhs)
	Board Meeting	Committee Meeting
Total	4.40	12.00

None of our Non-Executive Directors has any pecuniary relationship or transaction with the Company, except to the extent of shareholding, if any in the Company.

��

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The sitting fees paid to the Non-Executive Directors during the Financial Year 2018-19 are as under:

Name of Non- Executive Directors	Sitting fees (Hin Lakhs)	Sitting fees (Hin Lakhs)
	Board Meeting	Committee Meeting
Mrs. Sarita Jain	1.60	0.00
Mr. Shital Kumar Jain	0.80	3.20
Mr. Rajasekar Ramaraj	1.20	4.80
Mr. Richard Nicholas Launder	0.80	4.00

REMUNERATION TO EXECUTIVE DIRECTOR

Name of the Director	Basic Salary	House Rent Allowance	Retiral Beneft	Other Allowances (Medical Allowance)	Sitting Fees	Stock Option Details	Total Amount Paid (HIn Lakhs)
Mr. Rajnit Rai Jain, Chairman & Managing Director	36.00	18.00	4.32	1.84	-	-	60.16

(i) The above details of remuneration or fees paid are all elements of remuneration package of individual directors summarized under major groups.

(ii) Remuneration payable to Executive Director consists of fixed as well as variable. The fixed pay consists of Basic, HRA and Retiral Benefit.

(iii) No Stock Option, Performance linked incentives and severance fees are given to Directors. No service contracts were entered into with Directors.

Name of Members	Category	Attendance at CSR Committee Meetings	Attendance at CSR Committee Meetings
		Held	Attended
Mr. Rajnit Rai Jain (Chairman of the Committee)	Executive Director	1	1
Mr. Shital Kumar Jain	Non –Executive & Independent Director	1	-
Mr. Rajasekar Ramaraj	Non- Executive & Independent Director	1	1

6. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE: COMPOSITION:

MEETINGS:

During the financial year 2018-19, the Committee had met once on 22 January, 2019.

The constitution of the Committee, number of meetings held and attendance of the members are given below:-

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Name of Members	Category	Attendance at Executive committee Meetings	Attendance at Executive committee Meetings
		Held	Attended
Mr. Rajnit Rai Jain (Chairman of the Committee)	Executive Director	4	4
Mr. Shital Kumar Jain	Non-Executive & Independent Director	4	2
Mr. Rajasekar Ramaraj	Non-Executive & Independent Director	4	2
Mr. Richard Nicholas Launder	Non-Executive & Independent Director	4	4

To monitor the implementation of the CSR Policy of the Company from time to time.

TERMS OF REFERENCE:

To approve the Corporate Sustainability Reports and oversee the implementation of sustainability activities.
The Committee reviews the operations of the company and directs the strategy of the company with focus on growth.
EXECUTIVE COMMITTEE:

COMPOSITION:

It reviews the company from different aspects with respect to Sales, Delivery and other Processes.
The Executive Committee of the Company comprises of 3 (Three) Non-Executive Independent Directors and 1 (One) Executive Director, who is the Chairman & Managing Director of the Company.
It guides the market directions and future strategy of the Company.

MEETINGS:

The constitution of the Committee, number of meetings held and attendance of the members are given below:-

4 (Four) meetings of the Executive committee were held during the year 2018-19 on 18 April, 2018, 26 July, 2018, 9 October, 2018 and 21 January, 2019

8. GENERAL BODY MEETINGS

The location and time of the Annual General Meetings held and details of Special Resolution passed thereat during the preceding 3 years are as follows:

YEAR	DAY, DATE & TIME	VENUE	SPECIAL RESOLUTION PASSED
2015-16	Thursday, 21 July, 2016 at 11:30 a.m.	‘Rabindra Tirtha’, 33-1111, Major Arterial Road, 3rd Rotary, New Town, Kolkata-700156	1) To approve Company’s Employee Stock Option Scheme 2016 (ESOP Scheme 2016)
2016-17	Friday, 21 July, 2017 at 11:30 a.m.	‘Rabindra –Okakura Bhawan, Paschimbanga Bangla Academy, 27A/1 DD Block, Salt Lake City, (Near City Centre, Salt Lake), Kolkata-700 064	1) To re-appoint Mr. Rajnit Rai Jain (DIN: 00122942) as Chairman and Managing Director.
2017-18	Friday, 27 July, 2018 at 11:30 a.m.	‘Rabindra Tirtha’, 33-1111, Major Arterial Road, 3rd Rotary, New Town, Kolkata-700156	-

��

During the Financial Year 2018-19, no special resolution passed through Postal Ballot.

There is proposal for passing resolution through postal ballot vide notice dated 30 April, 2019 for the following businesses complying with the provisions of the Companies Act, 2013:

Sl. No.	Details	Resolution
1.	Approval for Appointment of Mr. Shital Kumar Jain as a Non-Executive and Independent Director of the Company after 31 March, 2019 pursuant to Regulation 17(1A) of SEBI Listing Regulations, 2015.	Special Resolution
2.	Appointment of Mr. Shital Kumar Jain (DIN 00047474) as an Independent Director of the Company	Special Resolution
3.	Appointment of Mr. Rajasekhar Ramaraj (DIN 00090279) as an Independent Director of the Company.	Special Resolution
4.	Appointment of Mr. Richard Nicholas Launder (DIN 03375772) as an Independent Director of the Company.	Special Resolution
5.	Approve the borrowing limit under Section 180(1)(c) of the Companies Act, 2013.	Special Resolution
6.	Approve the limits under Section 180 (1) (a) of the Companies Act, 2013.	Special Resolution

No Extraordinary General Meeting of the members was held during the financial year 2018-19.

�� AND STRICTURES IMPOSED ON THE COMPANY BY STOCK EXCHANGES OR SEBI OR ANY STATUTORY AUTHORITY, ON ANY MATTER RELATED TO CAPITAL MARKETS, DURING THE LAST THREE YEARS.
CODE FOR PREVENTION OF INSIDER TRADING

��
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.

10. DISCLOSURES

��
All contracts/ arrangements/ transactions entered by the Company during the financial year with the related party were in ordinary course of business and on an arm’s length basis. There were no materially significant related party transactions with related parties i.e. Promoters, Directors or the Management, their subsidiaries or relatives conflicting with the Company’s interests, save and except as mentioned in the Schedule of Accounts.

Every Related Party Transactions are subject to the prior approval of the Audit Committee in compliance with the conditions contained in Reg. 23(2) of the Listing Regulations.

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�� ADOPTION OF THE NON –MANDATORY REQUIREMENTSAND DISCRETIONARY REQUIREMENTS:

The Company has complied with the mandatory requirements as stipulated in SEBI LODR Regulations, 2015 with the Stock Exchanges.

Further the company has adopted various non mandatory requirements and discretionary requirements under Regulation 27 of SEBI Listing Regulations, 2015 as disclosed below:

Chairman of The Chairman of the Company is an Executive the Board : Director and hence this provision is not applicable to us.

Shareholder We display our quarterly and half yearly results Rights on our web site www.rssoftware.com and also publish our results in widely circulated newspapers. We publish the voting results of shareholder meetings and make it available on our website www.rssoftware.com, and report the same to Stock Exchanges in terms of Regulation 44 of the Listing Regulations.

POLICY DETERMINING ‘MATERIAL’ SUBSIDIARIES:

The Company does not have any material subsidiary as defined under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DISCLOSURE OF COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED IN CHAPTER IV OF LISTING REGULATIONS

There has been no such non compliance of any requirement of Corporate Governance Report.

��

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��

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INFORMATION AND FOR MAKING DISCLOSURES TO STOCK EXCHANGES:

CODE OF CONDUCT FOR BOARD AND SENIOR MANAGEMENT PERSONNEL:

CEO/ CFO CERTIFICATION:

CERTIFICATION REGARDING NON-DISQUALIFICATION OR NONDEBARMENT OF DIRECTORS:

The Company has obtained a certificate from Mr. Mohan Ram Goenka (Membership No. FCS 4515, Certificate of Practice No. 2551) certifying that none of the directors on the board of the company

COMPLIANCE CERTIFICATE BY PRACTICING COMPANY SECRETARY:

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION:

PROHIBITION OF INSIDER TRADING:

POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT

The details of complaint for the Financial Year 2018-19 under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 are as under:

No. of complaints No. of Complaints No. of Complaints filed during the disposed of during pending as on the year the year end of the year Nil Nil Nil

COMPLIANCE WITH ACCOUNTING STANDARD:

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

None of shares of the company are lying in the Dematerialization Suspense Account or unclaimed suspense account.

11. MEANS OF COMMUNICATIONS

The quarterly, half yearly and Annual Financial Results of the company are sent to the Stock Exchange immediately after they are approved by the Board of Directors and published in the newspaper in India which includes Business Standards (English) – All India Edition and in Eisomoye, vernacular newspaper (Bengali).
The quarterly, half yearly and Annual Financial Results of the company along with Annual Report and other statutory filings are posted on the website of the company www.rssoftware.com. The website also contains information on the businesses of the Company, governance and important policies of the Company
News and press release as available are posted on the website of the company. During the year under review there were no such news releases.
As the company does not have any institutional investors and angel investors, so no presentation made to institutional investors or to the analysts.
Management Discussion & Analysis forms the part of the Annual Report.

TRANSFER OF UNCLAIMED DIVIDEND /SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

Transfer of H 9,02,113 has been made to Investor Education and Protection Fund during the year 2018-19.

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GENERAL INFORMATION FOR SHAREHOLDERS AND INVESTORS

i.	Corporate Identifcation Number (CIN) of the Company	L72200WB1987PLC043375
ii.	Corporate Head quarter & Registered Ofce	“FMC FORTUNA”, 1st Floor, A-2, 234/3A, A.J.C. Bose Road, Kolkata- 700 020 Phone # 033- 22876254/6255/2281 0106-09 Fax # 033- 22876256 Website: www.rssoftware.com
iii.	Financial Year	1 April to 31 March
iv.	Date time and Venue of Annual General Meeting	26 July, 2019 ‘Rabindra Tirtha’, 33-1111, Major Arterial Road, 3rd Rotary, New Town, Kolkata-700156 Time: 11:30 A.M.
v.	Dividend Payment date	The Companydid not recommend anydividend duringtheyear 2018-19.
vi.	Book Closure for AGM	20 July, 2019 to 26 July, 2019
vii.	Tentative Calendar of Events for the Financial Year 2018-19	First Quarter- July, 2018 Second Quarter- October, 2018 Third Quarter- January, 2019 Financial Year- April, 2019
viii.	Shareholders Services, Enquiries, Complaints	a. Name: Mr. Vijendra Kumar Surana Contact: [email protected] b. Name: Mr. Anindya Sen Contact: [email protected]
ix.	Registrars & Share Transfer Agent	C.B. Management Services (P) Ltd. P-22, Bondel Road, Kolkata- 700019 Phone:033-22806692/ 40116700/ 22823643/ 22870263 Fax:033-40116739
x.	Listing on Equity Shares on Stock Exchanges in India at	Bombay Stock Exchange Ltd., 1st Floor, Phiroze JeejeebhoyTowers, Dalal Street, Mumbai - 400 001
		National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra- Kurla Complex, Bandra (E), Mumbai - 400 051
xi.	Stock Codes	NSE: RSSOFTWARE BSE: 517447
xii.	ISIN for EquityShares	INE165B01029
xiii.	Trading of Equity Shares	Equity Shares are traded at BSE and NSE through a. National Securities Depository Ltd (NSDL), and b. Central Depository Services Ltd (CDSL) The shares of the Companywere not suspended from tradinganytime duringthe fnancialyear 2018-2019.
xiv.	Share Transfer System	Share transfers, transmissions, issue of duplicate share certifcates, issue of share certifcates through sub- division and consolidation are also given efect on fortnightly basis through the ‘Share Transfer Committee’ constituted by the CFO and Company Secretary of the Company. All the formalities relating to transfer, transmission, issue of duplicate share certifcates, issue of share certifcates through sub-division and consolidation approved through ‘Share Transfer Committee’ are ratifed in the subsequent Stakeholders Relationship Committee Meeting and the Minutes of Stakeholders Relationship Committee are placed in the subsequent meeting of the Board of Directors of the Company.

xv.	Custodial fees to Depositories	Custodial fees to NSDL and CDSL paid up-to 31 March, 2019.
xvi.	Listing Fees	Listing fees paid to both the Stock Exchanges where the Company’s equity shares are listed up-to 31 March, 2019.
xvii.	Credit Ratings	Facilities Rating Long Term Bank Facilities CARE BBB+ Short Term Bank Facilities CARE A2 During the year Credit Rating of Long Term Bank Facilities has been revised from CARE A- to CARE BBB+ w.e.f. 1 August, 2018.

a. STOCK MARKET PRICE DATA

The details of monthly high and low price of the Equity Shares of the Company and its comparison to broad based indices BSE Sensex and NSE Nifty for the period 1 April, 2018 to 31 March, 2019 are as follows:
MONTHLY HIGH, LOW & CLOSING SHARE PRICE AT BSE

Month	BSE Ltd.	BSE Ltd.	BSE Ltd.
	High Price	Low Price	Close Price
April, 2018	60.50	51.30	52.85
May, 2018	53.40	42.10	42.95
June, 2018	45.00	33.00	34.50
July, 2018	53.60	34.95	43.35
August, 2018	45.15	36.05	38.90
September, 2018	39.90	25.30	26.25
October, 2018	37.50	25.00	30.70
November, 2018	34.00	28.20	28.85
December, 2018	37.80	28.40	34.20
January, 2019	39.00	29.70	30.65
February, 2019	31.05	25.60	27.15
March, 2019	33.00	27.00	28.25

MONTHLY HIGH, LOW & CLOSING SHARE PRICE AT NSE

Month	BSE Ltd.	BSE Ltd.	BSE Ltd.
	High Price	Low Price	Close Price
April, 2018	60.80	51.60	52.60
May, 2018	53.50	41.95	42.40
June, 2018	44.80	32.10	34.80
July, 2018	53.50	34.30	43.25
August, 2018	45.35	35.10	39.25
September, 2018	40.00	25.25	26.30
October, 2018	37.60	25.00	30.50
November, 2018	33.50	28.15	29.05
December, 2018	37.85	28.25	34.50
January, 2019	38.50	29.65	30.50
February, 2019	31.50	25.70	27.30
March, 2019	33.50	26.65	28.05

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� PERFORMANCE CHART IN COMPARISON WITH BSE SENSEX

iii. DEMATERIALISATION OF SHARES AND LIQUIDITY AS ON 31 March, 2019:

==> picture [304 x 208] intentionally omitted <==

b. i. DISTRIBUTION OF SHAREHOLDING AS ON 31 March, 2019:

Range	No. of Shareholders	% to Total Shareholders	Issued Share Capital	% to Total Share Capital
1-500	20184	81.05	15031985.00	11.69
501-1000	2582	10.37	9537255.00	7.42
1001-2000	1203	4.83	8877185.00	6.91
2001-3000	369	1.48	4678595.00	3.64
3001-4000	150	0.60	2666350.00	2.08
4001-5000	109	0.44	2537155.00	1.97
5001-10000	172	0.69	6187005.00	4.81
10001 & ABOVE	135	0.54	79026060.00	61.48
TOTAL	24904	100.00	128541590.00	100.00

==> picture [238 x 171] intentionally omitted <==

----- Start of picture text -----

Nature of Holding
Physical
1%
Dematerialised
99%
----- End of picture text -----

iv. OUTSTANDING GDR/ADR/WARRANTS AND CONVERTIBLE INSTRUMENTS, CONVERSION DATES AND LIKELY IMPACT IN EQUITY: The Company has not issued any GDRs / ADRs / Warrants or other instruments, which are pending for conversion.
v. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES: No such risks or activities to report during the year under review.

c. PLANT LOCATIONS

The Company is engaged in the Software development activities; therefore the Company does not have any Plant Locations.

d. ADDRESS FOR CORRESPONDENCE (REGISTERED OFFICE)

R S Software (India) Ltd.

FMC FORTUNA”, 1st Floor, A-2,

234/3A, A.J.C. Bose Road, Kolkata- 700 020 Phone: 033- 22876254/6255/ 2281 0106-09 Fax: 033- 22876256 Website: www.rssoftware.com CIN: L72200WB1987PLC043375

e. REGISTRAR & SHARE TRANSFER AGENTS

ii. SHARE HOLDING PATTERN AS ON 31 March, 2019:

==> picture [345 x 195] intentionally omitted <==

----- Start of picture text -----

55.07 4.47 40.46
Promoter & Promoter Group Public Shares held by Employees Trust
----- End of picture text -----

� C.B. Management Services (P) Ltd. P-22, Bondel Road, Kolkata- 700019 Phone: 033- 22806692/ 40116700/ 22823643/ 22870263 Fax: 033-40116739

f. ATTORNEYS & SOLICITORS

Sandersons & Morgans Royal Insurance Buildings, 5, Netaji Subhas Road, Kolkata-700001

Place: Kolkata Date: 30 April, 2019

For and on behalf of the Board of Directors

Sd/-

Rajnit Rai Jain Chairman & Managing Director (DIN: 00122942)

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CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

ANNUAL CERTIFICATE UNDER REGULATION 34(3) READ WITH PART D OF SCHEDULE V OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIRMENTS) REGULATIONS, 2015

The Board of Directors

R S Software (India) Ltd Kolkata

Dear Board Members,

Pursuant to the provisions of Regulation 17 (8) of the Listing Regulation, we hereby certify that:

DECLARATION

(a) We have reviewed the financial statements and the cash flow statement of the Company for the financial year ended 31 March 2019, on standalone and consolidated basis and that to the best of our knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.
(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with the existing accounting standards, applicable laws and regulations.

Place: Kolkata Date: 30 April, 2019

Sd/Rajnit Rai Jain Chairman & Managing Director (DIN: 00122942)

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the financial year 2018-19 which are fraudulent, illegal or violative of the Company’s Code of Conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
(d) We have indicated to the Auditors and the Audit Committee :
(i) significant changes, if any, in internal control over financial reporting during the financial year 2018-19 ;
(ii) significant changes, if any, in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and
(iii) there are no instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or any employee having a significant role in the Company’s internal control system over financial reporting.
(e) To the best of our knowledge during the year the members of the Board of Directors and Senior Management Personnel have affirmed compliance with the code of conduct of Board of Directors and Senior Management.

Sd/Sd/Rajnit Rai Jain Vijendra Surana Place : Kolkata Chairman & Managing Director Chief Financial Officer & Company Secretary Date : 30 April, 2019 (DIN: 00122942) (Membership No. 11559)

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COMPANY SECRETARY CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

The Members,

R S SOFTWARE (INDIA) LTD.

We have examined the compliance of conditions of Corporate Governance by R.S. Software (India) Limited (hereinafter called the Company) for the Financial Year ended on 31 March, 2019 as stipulated in Regulation 17 to 27, clauses (b) to (i) of Regulation 46 (2), and paragraph C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations, 2015”) and other information as required for this report.
The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination has been limited to a review of the procedures and implementations thereof adopted by the Company for ensuring compliance with the conditions of Corporate Governance as stipulated in the said Regulations. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and based on the representation made by the directors and management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations, 2015.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Restriction on use

This certificate is issued solely for the purpose of complying with the aforesaid regulations and may not be suitable for any other purpose.

For M R & Associates Company Secretaries

To,

The Members, R.S. Software (India) Limited 234 3A, Acharya Jagadish Chandra Bose Road Kolkata-700020

Sr. No.	Name of the Directors	DIN	Date of Appointment in Company
1.	MR. RAJNIT RAI JAIN	00122942	02/12/1987
	MRS. SHITAL KUMAR JAI	00047474	04/12/2006
	MR. RAJASEKAR RAMARAJ	00090279	01/05/2009
	MRS. SARITA JAIN	00206743	20/01/1988
	MR. RICHARD NICHOLAS LAUNDER	03375772	28/07/2009

sd/-

Place: Kolkata Date: 30 April, 2019

M R Goenka Partner (C P No.: 2551)

Place : Kolkata Date : 30 April, 2019

For M R & Associates Company Secretaries

sd/M.R. Goenka Partner (FCS No.: 4515) (C P No.: 2551)

128[|] Annual Report 2018-2019

RS Software (India) Limited[|] 129

Independent Auditor’s Report

To

The Members of

M/s. R S Software (India) Limited

Report on the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone financial statements of M/s. R S Software (India) Limited (“the Company”) which comprises the Balance Sheet as at 31 March, 2019, the Statement of Profit and Loss (including Other Comprehensive Income), statement of changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (India Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March, 2019, and loss (Including Other Comprehensive Income) Statement of Changes in Equity and its cash flows for the year ended on that date.

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. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements 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 standalone 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 ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on Standalone Financial Statement.

Key Audit Matters :

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed and communicated with management in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in the our report.

Sr. No Key Audit Matter How are audit addressed the Key Audit Matter

Our audit procedure in recognition of revenue consisted of internal controls testing and substantive testing as follows-

1 The Company has adopted Ind AS 115 “Revenue from Contracts with Customers” the new accounting Standard.

a. Evaluated the design of internal controls relating to implementation of this new revenue accounting standard.

The application of revenue recognition accounting Standard is complex and involved a number of Key judgements and estimates and is the focus area of audit.

b. Selected samples of existing and new contracts and gathered related information used in recording and disclosing revenue in accordance with this revenue accounting standard.

It involves the analysis of Customer Contracts c. Thereafter tested the operating effectiveness of the internal control, relating (which includes identification and review to identification of the distinct performance obligations and determination of distinct performance obligations in the of transaction price. We carried out a combination of procedures involving contract and determination of its Transaction enquiry and observation, and inspection of evidence in respect of operation price in relation with the performance of these controls. obligation and the basis used to recognize revenue. d. Selected existing and new Contract on sample basis for performing the following procedures

c. Thereafter tested the operating effectiveness of the internal control, relating to identification of the distinct performance obligations and determination of transaction price. We carried out a combination of procedures involving enquiry and observation, and inspection of evidence in respect of operation of these controls.

Reviewed the particulars of the sales Orders/ agreements (i.e distinct performance obligations, nature of work, transaction price including other Terms and Conditions).
Compared the Actual Performance Obligations with agreed performance obligations and revenue booking based on performance obligations achieved/rendered.
Reviewed the terms of the contracts in relation to ‘transaction price’ including any variable consideration and tested that revenue booking corresponds to the same.
In respect of revenue recorded for time and material and fixed price monthly contracts samples were tested using a combination of approved time sheets customer acceptances & subsequent invoicing and existing trend of collections.
In respect of revenue recorded for fixed price development contract and fixed time frame contract samples were tested to check the performance and obligation using the percentage of completion method based on Managements estimate of the Contract cost.
Performed Analytical Procedures for reasonableness and disclosures of revenue by type and service offerings including the revenue separated by type and service offerings.

130[|] Annual Report 2018-2019

RS Software (India) Limited[|] 131

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Directors Report including Annexures to Directors’ Report, Report on Corporate Governance but does not include the Standalone Financial Statements and our auditors’ report thereon. The Management Discussion and Analysis, Directors’ Report including Annexures to Directors’ Report and Report on Corporate Governance are expected to be made available to us after the date of this auditor’s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or out knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations.

Responsibility of Management and Those charged with Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income (changes in equity) and cash flows of the Company in accordance with the Ind AS and accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act, 2013 read with relevant rules issued thereunder and other Accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of 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

statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the company’s financial reporting process

Auditor’s Responsibility for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the Standalone financial statements 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

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 Standalone Financial Statements, 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 controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

related to events or conditions that may cast significant doubt on the ability of the Company 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 interim consolidated financial statements 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 Company to cease to continue as a going concern.

(c) The Balance Sheet, the Statement of Profit and Loss (Including Other Comprehensive Income), the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
(e) On the basis of the written representations received from the directors as on 31 March, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2019 from being appointed as a director in terms of Section 164(2) of the Act.

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.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in Annexure B and

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.

(g) With respect to the other matters to be includes in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us :

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public

i. The Company does not have any pending litigations which would impact its financial position in its financial statements;
ii. The Company has long term contracts for which there are no material foreseeable losses as at the balance sheet date.
iii. There is no delay in transferring amounts, required to be transferred, to the Investors Education and Protection Fund by the Company during the year.

Report on Other Legal and Regulatory Requirements

(i) As required by the Companies (Auditors Report) order, 2016 (the Order) issued by the Central Government of India in terms of section 143 (11) of the Act we give in the Annexure A, a Statement on the matters specified in paragraph 3 and 4 of the For DEOKI BIJAY & Co. order Chartered Accountants Firm Regn. No : 313105E
(ii) As required by Section 143(3) of the Act, we report that : (a) We have sought and obtained all the information and CA D.N. AGRAWAL explanations which to the best of our knowledge and Dated : 30 April, 2019 Partner belief were necessary for the purpose of our audit. Place : Kolkata Memb No. 51157

132[|] Annual Report 2018-2019

RS Software (India) Limited[|] 133

Annexure A to the Auditors’ Report

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended 31st March, 2019, we report that

i. a) The Company has generally maintained records of all tangible assets showing full particulars including quantitative details except location thereof
(b) As explained by the Management, all the assets have been physically verified by the management during the yearend which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Lease deeds of building of immovable property are held in the name of the company.
ii. The Company is a service company, primarily rendering software services. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable to the Company.
iii. (a) On the basis of examination of records and according to the information and explanation given to us, we report that the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.
(iv) On the basis of examination of records and according to information and explanation given to us, the Company has not granted any loans, investments, guarantee and security to any person falling under section 185 of the companies act, 2013
(v) The Company has not accepted any deposits and therefore the directives issued by the Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the companies act 2013 and the rules formed thereunder are not applicable to the company
(vi) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the services rendered by the Company.
(vii) a) According to information and explanation given to us and as per the records of the Company examined by us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, goods and service tax (GST), cess and other statutory dues applicable to it except certain delay in deposit of GST. No statutory dues were outstanding, as at 31 March 2019 for a period of more than six months from the date they became payable.
(xv) According to the information and explanations given to us and the records of the Company examined by us, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
(xi) According to information and explanation given to us and as per the records of the Company examined by us, the Managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

For DEOKI BIJAY & Co. Chartered Accountants Firm Regn. No : 313105E

(xiv) According the information and explanations given to us and Firm Regn. No : 313105E based on our examination of the records of the Company, the Company has not made any preferential allotment or private CA D.N. AGRAWAL placement of shares or fully or partly convertible debentures Dated : 30 April, 2019 Partner during the year. Place : Kolkata Memb No. 51157
(b) As the Company has not given any loans, clause iii(a), iii(b) and clause iii(c) of paragraph 3 of ‘the order’ are not applicable.
b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, goods and service tax (GST) and other material statutory dues were outstanding, as at 31st March 2019 on account of any dispute except as follows :

Name of the Statute	Nature of dues	Amount	Period to which the amount relates	Forum where dispute is pending
Service Tax	Service Tax	3.99 Crores	2007 – 2012	Appeal before CESTAT
Income Tax	Income Tax	4.30 Crores	AY 2013 – 1 4	CIT (Appeals)
Income Tax	Income Tax	10.30 Crores	AY 2012 – 13	Appeal fled before the ITAT
Income Tax	Income Tax	--	AY 2014 – 15	CIT (Appeal)

(viii) The Company has not defaulted in repayment of loan and borrowing from bank. The company does not have any loans or borrowings from any financial institution, government or debenture holders during the year.
(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and
term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable.
(x) According to the information and explanation given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

134[|] Annual Report 2018-2019

RS Software (India) Limited[|] 135

Annexure B to the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ‘Guidance Note’) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operative effectiveness. Our audit of internal Financial Controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion of the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in responsible detail, accurately and fairy reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are records as necessary to permit preparation of financial statements in accordance with authorizations of the Management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper

management override of controls, material misstatements due to error or fraud may occur and nor be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future period are subject to the risk that the internal financial control over financial reporting may become inadequate because of change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2019, based on the internal control over financial reporting criteria established by the Company

considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For DEOKI BIJAY & Co. Chartered Accountants Firm Regn. No : 313105E

CA D.N. AGRAWAL

Dated : 30 April, 2019 Partner Place : Kolkata Memb No. 51157

136[|] Annual Report 2018-2019

RS Software (India) Limited[|] 137

Balance sheet as at 31 March, 2019

Balance sheetas at 31 March, 2019	Balance sheetas at 31 March, 2019
		Hin Lac
Particular	Notes	As at 31 March, 2019	As at 31 March, 2018
ASSETS
NON CURRENT ASSETS
a PROPERTY PLANT & EQUIPMENT
(ii) PROPERTY PLANT & EQUIPMENT	3	400.71	479.85
(ii) OTHER INTANGIBLE ASSETS	3	176.33	203.39
(iii) INTANGIBLE ASSETS UNDER DEVELOPMENT	3	623.94	20.24
b FINANCIAL ASSETS
(i) INVESTMENTS	4	2,878.59	3,251.22
(ii) LOANS	5	1,300.00	1,300.00
(iii) OTHER FINANCIAL ASSET	6	1,077.44	605.65
c DEFERRED TAX ASSETS (Net)	7	2,649.54	2,057.57
d OTHER NON CURRENT ASSETS	8	1,008.65	932.89
CURRENT ASSETS
e FINANCIAL ASSETS
(i) INVESTMENT	9	3,424.24	5,666.10
(ii) TRADE RECEIVABLES	10	615.17	992.96
(iii) CASH & CASH EQUIVALENTS	11	622.73	1,902.30
(iv) OTHER BANK BALANCES	11	407.10	600.27
(v) OTHER FINANCIAL ASSETS	12	496.87	385.30
f OTHER CURRENT ASSETS	13	1,512.87	1,308.21
TOTAL ASSETS		17,194.18	19,705.97
EQUITY AND LIABILITIES :
EQUITY
a EQUITY SHARE CAPITAL	14	1,285.42	1,285.42
b OTHER EQUITY	15	13,881.24	16,246.68
LIABILITIES
NON CURRENT LIABILITIES
a PROVISIONS	16	230.33	298.52
CURRENT LIABILITIES
a FINANCIAL LIABILITIES
(i) SHORT TERM ADVANCES	17	853.64	783.81
(ii) TRADE PAYABLES	18	439.72	927.87
(iii) OTHER FINANCIAL LIABILITIES	19	56.58	59.16
b OTHER CURRENT LIABILITIES	20	416.19	92.74
c PROVISIONS	21	31.07	11.76
TOTAL LIABILITIES		17,194.18	19,705.97
Signifcant Accounting Policies and Notes on Accounts	1 to 44

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.

On behalf of the Board

For DEOKI BIJAY & CO

Statement of Profit and Loss for the year ended 31 March, 2019

Statement of Proft and Lossfor the year ended 31 March, 2019	Statement of Proft and Lossfor the year ended 31 March, 2019	Statement of Proft and Lossfor the year ended 31 March, 2019
			Hin Lac
Particular		Notes	Year ended 31 March, 2019	Year ended 31 March, 2018
I	REVENUE FROM OPERATIONS	23	6,104.09	5,739.33
II	OTHER INCOME	24	577.40	856.19
III	TOTAL REVENUE		6,681.50	6,595.52
IV	EXPENSES :
	PURCHASE OF STOCK IN TRADE	25	789.21	90.78
	EMPLOYEE BENEFIT EXPENSES	26	5,947.51	6,927.65
	SUBCONTRACTOR EXPENSES	27	637.14	848.71
	FINANCE COST	28	28.32	3.75
	DEPRECIATION& AMORTISATION		221.03	208.84
	OPERATION AND OTHER EXPENSES	29	2,037.80	2,214.90
	TOTAL EXPENSES		9,661.01	10,294.61
V	PROFIT/(LOSS) BEFORE TAX :	(III - IV)	(2,979.51)	(3,699.09)
VI	TAX EXPENSES
	CURRENT TAX
	DEFERRED TAX		(591.96)	(1,126.03)
	PROFIT & LOSS FOR THE YEAR ENDED		(2,387.55)	(2,573.06)
	OTHER COMPREHENSIVE INCOME
	ITEMS WHICH WILL NOT BE CLASSIFIED INTO P&L RELATING TO ACTUARIAL GAIN/LOSS		(4.07)	(12.81)
	TOTAL COMPREHENSIVE INCOME		(4.07)	(12.81)
VII	PROFIT FOR THE YEAR :	(V - VI)	(2,391.61)	(2,585.87)
VIII	EARNINGS PER EQUITY SHARE :
	BASIC	36	(9.29)	(10.01)
	DILLUTED	36	(9.29)	(10.01)
	Signifcant Accounting Policies and Notes on Accounts	1 to 44

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.

For DEOKI BIJAY & CO On behalf of the Board Chartered accountants (Reg. No : 313105E)

Sd/Sd/Sd/Sd/CA D.N. Agrawal V. Surana S.K Jain R.R. Jain Partner CFO & Company Secretary Director Chairman & Managing Director M. No. 51157 M. No: 11559 DIN: 00047474 DIN : 00122942

Dated : 30 April, 2019 Place : Kolkata

Chartered accountants (Reg. No : 313105E)

Sd/Sd/Sd/Sd/CA D.N. Agrawal V. Surana S.K Jain R.R. Jain Partner CFO & Company Secretary Director Chairman & Managing Director M. No. 51157 M. No: 11559 DIN: 00047474 DIN : 00122942

Dated : 30 April, 2019 Place : Kolkata

138[|] Annual Report 2018-2019

RS Software (India) Limited[|] 139

Cash Flow Statement for the year ended 31 March, 2019

Cash Flow Statementfor the year ended 31 March, 2019	Cash Flow Statementfor the year ended 31 March, 2019	Cash Flow Statementfor the year ended 31 March, 2019
Hin Lac
Particular	As at 31 March, 2019	As at 31 March, 2018
CASH FLOW STATEMENT
A CASH FLOW FROM OPERATING ACTIVITIES:
NET PROFIT BEFORE TAX	(2,983.58)	(3,699.09)
ADJUSTMENT FOR :
DEPRECIATION	221.03	208.84
INTERESTPAID	28.32	3.75
FOREIGN EXCHANGE FLUCTUATION RESERVE	26.18	16.46
PROVISION FOR GRATUITY, LEAVE ENCASHMENT	58.23	101.15
INTEREST RECEIVED	(577.40)	(881.64)
DIVIDEND RECEIVED
EMPLOYEES EXPENSES AMORTIZATION	(126.42)	(14.57)
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES	(3,353.65)	(4,265.10)
ADJUSTMENT FOR :
TRADE AND OTHER RECEIVABLES	266.23	1,044.59
LOANS AND ADVANCES AND OTHER ASSETS	(752.21)	1,237.17
TRADE PAYABLES & OTHER LIABILITIES(INCLUDES EMPLOYEE AMORTISATION & FOREX)	(78.15)	(535.60)
CASH GENERATED FROM OPERATIONS	(3,917.77)	(2,518.94)
NET CASH FROM OPERATING ACTIVITIES	(3,917.77)	(2,518.94)
B CASH FLOW FROM INVESTMENT ACTIVITIES :
PURCHASE OF PROPERTY PLANT & EQUIPMENT	(718.53)	114.87
INTEREST RECEIVED	533.76	905.39
DIVIDEND RECEIVED
INVESTMENT MADE DURING THE YEAR	2,658.13	1,922.84
NET CASH FROM INVESTMENT ACTIVITIES	2,473.37	2,943.10
C CASH FLOW FROM FINANCE ACTIVITIES:
PROCEEDS FROM SHARE APPLICATION	-	-
INTEREST PAID	(28.32)	(3.75)
DIVIDEND AND DIVIDEND TAX PAID		-
NET CASH FROM FINANCING ACTIVITIES	(28.32)	(3.75)
NET INCREASE /DECREASE IN CASH AND CASH EQUIVALENTS (A+B+C)	(1,472.72)	420.41
OPENING CASH AND CASH EQUIVALENTS	2,502.56	2,082.08
CLOSING CASH AND CASH EQUIVALENTS	1,029.83	2,502.56

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.

For DEOKI BIJAY & CO On behalf of the Board Chartered accountants (Reg. No : 313105E) CA D.N. Agrawal Sd/- V. Surana Sd/- S.K Jain Sd/- R.R. Jain Partner CFO & Company Secretary Director Chairman & Managing Director M. No. 51157 M. No: 11559 DIN: 00047474 DIN : 00122942 Dated : 30 April, 2019 Place : Kolkata

Total equity	attributable to equity holders of the Company		1285.42	0.00	1285.42		16246.68		26.18	(2391.61)	13881.24	Total equity attributable to equity holders of the Company	Total equity attributable to equity holders of the Company		1285.42	0.00	1285.42		18828.91		4.13	(2586.37)	16246.68
Other comprehensive income	Other items of other comprehensive income						(158.52)		0.00	(4.07)	(162.59)	Other comprehensive income	Other items of other comprehensive income						(145.71)		(12.81)	0.00	(158.52)
	Equity Instruments through other comprehensive income						0.00		0.00	0.00	0.00		Equity Instruments through other comprehensive income						0.00		0.00	0.00	0.00
Reserve and Surplus	Preference Share Redemption Reserve						255.31		0.00	0.00	255.31	Reserve and Surplus	Preference Share Redemption Reserve						255.31		0.00	0.00	255.31
	Share Forfeiture Reserve						43.50		0.00	0.00	43.50		Share Forfeiture Reserve						43.50		0.00	0.00	43.50
	Inter Branch Foreign Fluctuation Reserve						508.56		26.18	0.00	534.74		Inter Branch Foreign Fluctuation Reserve						491.62		16.94	0.00	508.56
	CSR FUND Reserve						118.15		0.00	0.00	118.15		CSR FUND Reserve						118.15		0.00	0.00	118.15
	Retained earnings						12893.29		0.00	(2387.55)	10505.74		Retained earnings						15479.66		0.00	(2586.37)	12893.29
	Securities premium reserve						2586.38		0.00	0.00	2586.38		Securities premium reserve						2586.38		0.00	0.00	2586.38
Particulars		Equity Share Capital	Balance as of 1 April, 2018	Changes in equity for year ended MAR 31,2019	Balance as of Mar 31, 2019	Other Equity	Balance as of 1 April, 2018	Changes in equity for year ended MAR 31,2019	Changes due Inter Branch Foreign Fluctuation Account	Changes during the year	Balance as of Mar 31, 2019	Particulars		Equity Share Capital	Balance as of 1 April, 2017	Changes in equity for year ended MAR 31,2018	Balance as of Mar 31, 2018	Other Equity	Balance as of 1 April, 2017	Changes in equity for year ended MAR 31,2018	Changes due Inter Branch Foreign Fluctuation Account	Changes during the year	Balance as of Mar 31, 2018

140[|] Annual Report 2018-2019

RS Software (India) Limited[|] 141

Notes on accounts for the year ended 31 March, 2019

Corporate Information

RS Software has focused exclusively on providing software solution to electronic payment industries since its inception. The company is engaged in development, testing and maintenance of software for its clients based in different geographies. The company operates in US, UK and India.

The Financial Statement are approved for issue by the company's Board of Directors on 30 April,2019.

Notes on accounts for the year ended 31 March, 2019

d Revenue Recognition

Revenue is realized on time-and-material basis or Fixed Bid or Milestone as specified in the work order. Revenue from software development on time and material basis is recognized based on Service rendered (software developed) and billed to clients as per the terms of specific contracts. Revenue from Fixed Bid contract is recognized on monthly basis as per contract terms. Revenue from Milestone base contract is being recognized based on effort given during the period but the Invoice is sent to customer when the milestone is achieved as per contract. Value Added tax in UK is not included in the income from Software development.

2. a Significant Accounting Policies

These financial statements are prepared in accordance with Indian Accounting Standard (Ins AS), under the historical cost convention on the actual basis except for the certain financial instruments which are measured at fair values at the end of each reporting period the provisions of the companies Act,2013 ('the Act') (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are precribed under section 133 of the Act read with Rule 3 of the companies (Indian Accounting Standards) Rules,2015 and relevant amendment rules issued there after.

Accounting Policies have been consistently applied except where a newly issued accounting standrad is initially adopted or a revision to an existing accounting standard requires a change in the accouting policiey hitherto in use.

As the quarter and the year figures are taken from the source and rounded to the nearest digits, the figures for the previous quarters might not always add up to the year figures reported in this statement.

b Use of Estimates & Judgements

The preparation of these financial statements in conformity with the recognition and measurement principles of Ind AS requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities, disclosures relating to contingent liabilities as at the date of the financial statements and the reported amounts of income and expense for the periods presented.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and future periods are affected.

Key source of estimation of uncertainty at the date of the financial statements, which may cause a material adjustment to the carrying amounts of assets and liabilities within the next financial year, is in respect of impairment of goodwill, impairment of investments, useful lives of property, plant and equipment, valuation of deferred tax assets and provisions and contingent liabilities.Key estimates are critical accounting estimates.

c Critical Accounting Estimates:

i) Useful lives of property, plant and equipment

The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods.

ii) Valuation of deferred tax assets

The Company reviews the carrying amount of deferred tax assets at the end of each reporting period. The policy for the same has been explained under Note 2(M).

iii) Provisions and contingent liabilities

A provision is recognized when the Company has a present obligation as a result of past event and it is probable than an outflow of resources will be required to settle the obligation, in respect of which the reliable estimate can be made. Provisions (excluding retirement benefits and compensated absences) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date adjusted to reflect the current best estimates. Contingent liabilities are not recognized in the financial statements. A contingent asset is neither recognized

Contracts are unbundled into separately identifiable components and the consideration is allocated to those identifiable components on the basis of their fair values. Revenue is recognized for respective components either at the point in time or over time, as applicable.

Revenue from software development contracts, which are generally time bound fixed price contracts, is recognized over the life of the contract using the percentage-of-completion method, with contract costs determining the degree of completion.

Revenue from the sale of internally developed and manufactured systems and third party products which do not require significant modification is recognized upon delivery, which is when the absolute right to use passes to the customer and the Company does not have any material remaining service obligation.

Unbilled Revenue included in Other Financial Assets, represents amounts recognized in respect of services performed in a accordance with Contract terms, not yet billed to Customers as at Reporting Period end."

The Company derives revenues primarily from business IT services comprising of software dev elopement and related services, consulting and package implementation and from the licensing of software products and platforms across our core and digital offerings (“together called as software related services”).

Revenue from subsidiaries is recognised based on transaction price which is at arm's length.

Interest income has been booked as per effective interest method.

The Company presents revenues net of indirect taxes in its Statement of Profit & loss.

Effective 1 April, 2018, the Company adopted Ind AS 115 “Revenue from Contracts with Customers) accordance with the cumulative catch-up transition method, the comparatives have not been retrospectively adjusted. The following is a summary of new and/or revised significant accounting policies related to revenue recognition. Refer Note 1 “Significant Accounting Policies.” In the Company’s 2018 Annual Report for the policies in effect for revenue prior to 1 April, 2018. The effect on adoption of IND AS 115 was insignificant

Arrangements with customers for software related services are either on a fixed-price, fixed-timeframe or on a time-and-material basis.

Revenue on time-and-material contracts are recognized as the related services are performed and revenue from the end of the last invoicing to the reporting date is recognized as unbilled revenue. Revenue from fixed-price, fixed-timeframe contracts, where the performance obligations are satisfied over time and where there is no uncertainty as to measurement or collectability of consideration, is recognized as per the percentage-of-completion method. When there is uncertainty as to measurement or ultimate collectability, revenue recognition is postponed until such uncertainty is resolved. Efforts or costs expended have been used to measure progress towards completion as there is a direct relationship between input and productivity. Maintenance revenue is recognized ratably over the term of the underlying maintenance arrangement.

Revenues in excess of invoicing are classified as contract assets (which we refer as unbilled revenue) while invoicing in excess of revenues are classified as contract liabilities (which we refer to as unearned revenues).

In arrangements for software development and related services and maintenance services, the Company has applied the guidance in Ind AS 115, Revenue from contract with customer, by applying the revenue recognition criteria for each distinct performance obligation. The arrangements with customers generally meet the criteria for considering software development and related services as distinct performance obligations. For allocating the transaction price, the Company has measured the revenue in respect of each performance obligation of a contract at its relative standalone selling price. The price that is regularly charged for an item when sold separately is the best evidence of its standalone selling price. In cases where the company is unable to determine the standalone selling price, the

142[|] Annual Report 2018-2019

RS Software (India) Limited[|] 143

Notes on accounts for the year ended 31 March, 2019

company uses the expected cost plus margin approach in estimating the standalone selling price. For software development and related services, the performance obligations are satisfied as and when the services are rendered since the customer generally obtains control of the work as it progresses.

Revenue from licenses where the customer obtains a “right to use” the licenses is recognized at the time the license is made available to the customer. Revenue from licenses where the customer obtains a “right to access” is recognized over the access period. Arrangements to deliver software products generally have three elements license, implementation and Annual Technical Services (ATS).

Notes on accounts for the year ended 31 March, 2019

h Investments

Investments, which are readily realizable and intended to be held for not more than one year from the date of investment made are classified as Current Investments. All investments other than long term investments are classified as non-current investments. Investment are valued accordance with the applicable Ind AS .
i Cash and Cash Equivalent
Cash and cash Equivalent includes Cash on hand, Demand Draft or Cheques on hand, Demand Deposit with Banks, other short term highly liquid investments.

e Cost recognition

Costs and expenses are recognized when incurred and have been classified according to their primary nature.

The costs of the company are broadly categorized in employee benefit expenses, depreciation and amortization and other operating expenses. Employee benefit expenses include employee compensation, allowances paid and staff welfare expenses. Other operating expenses majorly include fees to external consultants, Rent, cost running its facilities, travel expenses, communication costs allowances for delinquent receivables and other expenses. Other expenses is an aggregation of costs which are individually not material such us commission and brokerage, bank charges, freight, Postage etc.

f Property, Plant & Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation (other than freehold land) and impairment loss, if any.

Property, plant and equipment individually costing H5,000 or less which are not capitalised except when they are part of a larger capital investment programmed.

Depreciation is provided for property, plant and equipment so as to expense the cost less residual values over their estimated useful lives. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

The estimated useful lives are as mentioned below:

The estimated useful lives are as mentioned below:
BUILDING	60 Years
PLANT AND EQUIPMENT	3 years/6 years
FURNITURE AND FIXTURES	10 Years
VEHICLES	8 years
OFFICE EQUIPMENT	5 Years
AIR CONDITIONER	15 Years
ELECTRICAL INSTALLATIONS	10 Years

Depreciation on fixed assets is provided using the straight-line method on the basis of use full life of assets under schedule II of the Indian Companies Act, 2013.

g Intangible assets

Intangible assets purchased are measured at cost or fair value as of the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any.

Intangible assets/Software Licenses are amortized on there respective individual estimated useful lives on a straight line basis, commencing from the date the assets is available to the company for its use.

j Foreign Currency Translation

Foreign Currency Transactions are recorded at exchange rate prevailing at the closing of the month for respective months. Exchange difference arising on settlement was included in Profit & Loss Account till the accounts ended 30 September ‘2008. Foreign unit is considered as non-integral and the foreign exchange difference is transferred to “Inter Branch Foreign Fluctuation Reserve Account”. Revenue items of the Foreign Branch are converted in equivalent Indian Rupees at the buying rate prevailing at the end of the month. Assets and Liabilities of the Foreign Branch are converted in equivalent Indian rupees at the applicable rate prevailing at the end of the year. The effect of exchange rate fluctuation in respect of fixed assets is adjusted with the cost of the respective assets. Investment in subsidiary Company is being valued at carrying cost adjusted by any non-temporary decline in their value according to the requirements of statute.
k Spares and Consumables (Computers spares accessories and stationery are charged to revenue in the year they are purchased.)
l Cash Flows are reported using the indirect methodwhereby profit for the period is adjustedfor the effectsof transactions of non cash nature, any deferrals ,accrualsof past and futureoperating cash receipts and payments associated with investing and financing cash flows. Cash from operating,investing and financing activities are segregated.
m Employee Benefits
Contribution of Employers share to Employees’ Provident Fund and ESI are worked on accrual basis and charged to Profit & Loss Account. The Company also provides for Gratuity and Leave Encashment based on actuarial valuation made by an independent actuary as per IAS 19 Compliance of The Institute of Chartered Accountants of India, Actuarial gains and losses are recognised in full in the other comprehensive income for the period in which they occur.

n Income Tax

Current Income tax expense comprise taxes on income from operation in India and in foreign jurisdiction. Income tax payable in India is determination in accordance with the provision of I. Tax Act 1961. Tax expense relating to foreign operation is determined in operator is determined in accordance with the laws applicable in accordance with tax laws applicable in countries where such operations are domiciled.

Advance tax and provisions for current income taxes are presented in the Balance Sheet after off setting advance taxes paid and income tax provision arising in the same tax jurisdiction and where the company intends to settle the assets and liabilities on a net basis.

"Deferred income tax asset are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled.

The estimated useful lives are as mentioned below:

COMPUTER SOFTWARE & LICENCES

6 Years

Depreciation is not recorded on Intangible Asset under Development until construction and installation are complete and the asset is ready for its intended use.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis."

Financial instruments
Deferred income tax asset are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised.

144[|] Annual Report 2018-2019

RS Software (India) Limited[|] 145

Notes on accounts for the year ended 31 March, 2019

Initial recognition

i) The company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are recognized at fair value on initial recognition, except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, that are not at fair value through profit or loss, are added to the fair value on initial recognition. Regular way purchase and sale of financial assets are accounted for at trade date.

ii) Financial assets at amortised cost

The company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are recognized at fair value on initial recognition, except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, that are not at fair value through profit or loss, are added to the fair value on initial recognition. Regular way purchase and sale of financial assets are accounted for at trade date.

Notes on accounts for the year ended 31 March, 2019

company uses provision metrics to compute expected credit loss allowances. For Trade receivables and unbilled revenue, the provision metrics takes into account available external & internal credit risk factors such as delay risk & default risk.

r Segment Reporting

The company's operating business are organized and managed as per Location of the client. Common costs are allocated to the cost based on the Revenue Mix. Unallocated costs are disclosed separately. The company prepare its segment information in conformity with the accounting policy adopted for preparing and presenting the financial statement of the Company as a whole.

Earnings per share

s

Basic earning per share is calculated by dividing the net profit or Loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

For Calculating Diluted earning per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of share outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

Recent Indian Accounting Standard (Ind AS)

t

Ind AS 12 Appendix C, Uncertainty over Income Tax Treatments : On 30 March, 2019, Ministry of Corporate Affairs has notified Ind AS 12 Appendix C, Uncertainty over Income Tax Treatments which is to be applied while performing the determination of taxable profit (or loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under Ind AS 12. According to the appendix, companies need to determine the probability of the relevant tax authority accepting each tax treatment, or group of tax treatments, that the companies have used or plan to use in their income tax filing which has to be considered to compute the most likely amount or the expected value of the tax treatment when determining taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates.

iii) Financial assets at fair value through other comprehensive income

Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

iv) Financial assets at fair value through Profit & Loss

Financial assets are measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in profit or loss.

v) Investment in subsidiaries

Investment in subsidiaries are measured at cost

vi) Derecognition of financial instruments

The company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for Derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognized from the company's balance sheet when the obligation specified in the contract is discharged or cancelled or expires.

p Asset taken on Lease

Lease rentals on operating leases are charged on a monthly basis to accounts.Assets taken on Finance Lease have been capitalized during the year of agreement and charged off in accordance with the applicable rate of Depreciation.

q Impairment of Assets

Property, plant and equipment are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable. When a review for impairment is conducted, the recoverable amount is assessed by reference to the net present value of expected future post-tax cash flows of the relevant cash generating unit or fair value less cost to sell, whichever is higher. The discount rate is applied, based upon the weighted average cost of capital with appropriate adjustments for the risks associated with the relevant business. Any impairment in value is charged to the Income Statement in the year, which it occurs.

Expected Credit Loss: As per Ind AS 109, the company uses expected credit loss model to assess to impairment of loss or gain.The

The standard permits two possible methods of transition - i) Full retrospective approach – Under this approach, Appendix C will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors, without using hindsight and ii) Retrospectively with cumulative effect of initially applying Appendix C recognized by adjusting equity on initial application, without adjusting comparatives

The effective date for adoption of Ind AS 12 Appendix C is annual periods beginning on or after 1 April, 2019. The Company will adopt the standard on 1 April, 2019 and has decided to adjust the cumulative effect in equity on the date of initial application i.e. 1 April, 2019 without adjusting comparatives.

The effect on adoption of Ind AS 12 Appendix C would be insignificant in the standalone financial statements

Ind AS 116 Leases : On 30 March, 2019, Ministry of Corporate Affairs has notified Ind AS 116 replacing Standard, Ind AS 17 Leases, and related Interpretations. The Standard sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract i.e., the lessee and the lessor Ind AS 116 introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than twelve months, unless the underlying asset is of low value. Currently, operating lease expenses are charged to the statement of Profit & Loss. The Standard also contains enhanced disclosure requirements for lessees. Ind AS 116 substantially carries forward the lessor accounting requirements in Ind AS 17.

The effective date for adoption of Ind AS 116 is annual periods beginning on or after 1 April, 2019

Amendment to Ind AS 19 – plan amendment, curtailment or settlement- On 30 March, 2019, Ministry of Corporate Affairs issued amendments to Ind AS 19, ‘Employee Benefits’, in connection with accounting for plan amendments, curtailments and settlements.

The amendments require an entity:

to use updated assumptions to determine current service cost and net interest for the remainder of the period after a plan amendment, curtailment or settlement; and
to recognise in profit or loss as part of past service cost, or a gain or loss on settlement, any reduction in a surplus, even if that surplus was not previously recognised because of the impact of the asset ceiling.

Effective date for application of this amendment is annual period beginning on or after 1 April, 2019. The Company does not have any impact on account of this amendment.

146[|] Annual Report 2018-2019

RS Software (India) Limited[|] 147

Notes on accounts for the year ended 31 March, 2019

3. PROPERTY PLANT AND EQUIPMENT


3. PROPERTY PLANT AND EQUIPMENT								Hin Lac
Particular	GROSS CARRYING AMOUNT				ACCUMULATED DEPRECIATION & AMOR			TISATION	NET CARRYING AMOUNT
	As on 1st of April18	Additions	Ded/Adj	As at 31 Mar, 2019	As on 1st of April 18	Additions	Ded/Adj	As at 31 Mar, 2019	As at 31 Mar, 2019	As on 31 Mar, 2018
LAND	7.76	-	-	7.76	-		-	-	7.76	7.76
BUILDING	105.37	-		105.37	8.20	4.07		12.27	93.10	97.17
PLANT & EQUIPMENT	396.43	88.73	19.99	465.17	216.44	91.23	3.20	304.47	160.70	179.99
OFFICE EQUIPMENT	96.53	3.36	0.64	99.25	56.68	20.58	0.64	76.62	22.63	39.85
AIR CONDITIONER	63.72	0.89	0.30	64.31	11.20	6.00	0.31	16.89	47.42	52.52
ELECTRICAL INSTALLATIONS	64.55	-		64.55	48.66	7.98		56.64	7.91	15.89
FURNITURE & FITTINGS	158.80		1.65	157.15	76.75	21.31	1.66	96.40	60.75	82.04
MOTOR VEHICLES	16.14	-		16.14	11.52	4.18		15.70	0.44	4.62
TOTAL (a)	909.30	92.99	22.58	979.71	429.45	155.35	5.81	578.99	400.71	479.85
OTHER INTANGIBLE ASSETS
COMPUTER SOFTWARE	374.21	20.83	62.83	332.21	170.81	65.68	80.61	155.88	176.33	203.39
TOTAL (b)	374.21	20.83	62.83	332.21	170.81	65.68	80.61	155.88	176.33	203.39
TOTAL (a+b)	1,283.51	113.82	85.41	1,311.92	600.26	221.03	86.42	734.87	577.04	683.24
INTANGIBLE ASSETS UNDER DEVELOPMENT (NPCI EFRM SOFTWARE)						734.87			623.94	20.24

FY 17-18

Notes on accounts for the year ended 31 March, 2019

4. NON-CURRENT INVESTMENTS (AT COST)

4. NON-CURRENT INVESTMENTS (AT COST)	4. NON-CURRENT INVESTMENTS (AT COST)	4. NON-CURRENT INVESTMENTS (AT COST)
(Others - unquoted)			Hin Lac
	31 March, 2019		31 March, 2018
In WhollyOwned Subsidiary
RS SOFTWARE ASIA PTE LTD.	8.02		8.02
(25000 no. (previousyear 25000 no.) Equityshare of SGD 1 each fully paid up)
RESPONSIVE SOLUTION INC.	163.30		163.30
(500 no (Previousyear 500 no.) EquityShare of USD 0.01 each fully paid up)
In Subsidiary	171.32		171.32
Paypermint Pvt Ltd	2,360.00		2,360.00
(7600000 nos of equityshares ofH10 each fully paid up)
	2,531.32		2,531.32
	No. of unit	Hin Lac	No. of unit	Hin Lac
In Mutual Fund -(AT FMV through Proft & LOSS)
Reliance fxed horizon fund - XXXIII - series 9 - Directgrowthplan (VXAGG)	3000000	347.27	3000000	395.97
Reliance Fixed Horizon Fund - XXV- series 9- Growthplan			3000000	323.93
(Aggregate amount of investment as on 31 Mar, 2019H347.27 Lac) (As on 31 March, 2018H719.9 Lac)
		2,878.59		3,251.22

H in Lac

									Hin Lac	Hin Lac
Particular	GROSS CARRYING AMOUNT				ACCUMULATED DEPRECIATION & AMORTISATION				NET CARRYING AMOUNT
	As on 1st of April, 2017	Additions	Ded/adj	As at 31 Mar, 2018	Opening Balance as on 1st April, 17	Additions	Ded/adj	As at 31 Mar, 2018	As on 31 Mar, 2018	As on 31 Mar, 2017
LAND	7.76	-	-	7.76	-		-	-	7.76	7.76
BUILDING	105.37	-		105.37	4.09	4.09		8.20	97.17	101.28
PLANT & EQUIPMENT	334.11	62.32	-	396.43	156.79	59.67		216.44	179.97	159.36
OFFICE EQUIPMENT	95.17	1.98	0.62	96.53	32.82	24.43	0.57	56.67	39.85	62.34
AIR CONDITIONER	62.86	1.00	0.14	63.72	5.58	5.62		11.20	52.52	57.28
ELECTRICAL INSTALLATIONS	64.55	-		64.55	37.11	11.56		48.66	15.89	27.44
FURNITURE & FITTINGS	143.70	15.10		158.80	53.43	23.23		76.75	82.02	90.14
MOTOR VEHICLES	16.19	-	0.05	16.14	5.81	5.76	0.04	11.53	4.62	10.39
TOTAL (a)	829.71	80.40	0.81	909.30	295.63	134.36	0.61	429.45	479.80	515.99
OTHER INTANGIBLE ASSETS
COMPUTER SOFTWARE	339.54	34.67		374.21	96.34	74.48	-	170.81	203.40	261.18
TOTAL (b)
TOTAL (a+b)	1,169.25	115.07	0.81	1,283.51	391.97	208.84	0.61	600.26	683.20	777.17

1) Land includes Leasehold land amounting to H458,694/-. The lease expires in year 2086.
2) Building of Sector V has been taken on lease which expires on 30 April, 2022, but as per the terms of agreement the is further extendable for 3 years
3) The Aggregate Depreciation has been included under depreciation and amortisation Expense in the statement of Profit and loss.

INTANGIBLE ASSETS UNDER DEVELOPMENT	31 March, 2019	31 March, 2018	31 March, 2017
ERP Implementation	-	-	-
NPCI EFRM	623.94	20.24	20.24
TOTAL	623.94	20.24	20.24

5. LOANS Hin Lac	5. LOANS Hin Lac	5. LOANS Hin Lac
	31 March, 2019	31 March, 2018
Advance to R S EmployeeWelfareTrust	1,300.00	1,300.00
	1,300.00	1,300.00
6. OTHER FINANCIAL ASSETS Hin Lac
	31 March, 2019	31 March, 2018
FD ON LIEN (with original Maturitymore than 12 Months)
ICICI Bank	18.31	-
Allahabad Bank	9.40	-
Axis Bank	7.49	-
Yes Bank	370.82	-
Interest Accrued on R S EMPLOYEE WELFARE TRUST	643.55	541.17
Interest Accrued on Fixed Deposits	27.87	64.48
	1,077.44	605.65
7. DEFERRED TAX ASSETS (NET) Hin Lac
	31 March, 2019	31 March, 2018
a) DEFERRED TAX LIABILTY
Deppreciation On Property, Plant & Equipment		(1.40)
b) DEFERRED TAX ASSET
Other Provisions Accrued Employee Benefts & Unused Business Tax Credit Losses	2,661.49	2,058.97
Deppreciation On Property, Plant & Equipment	(11.95)	-
NET DEFERRED TAX ASSETS (Net)	2,649.54	2,057.57

148[|] Annual Report 2018-2019

RS Software (India) Limited[|] 149

Notes on accounts for the year ended 31 March, 2019

7. DEFERRED TAX ASSETS (NET) (Contd.)

7. DEFERRED TAX ASSETS (NET)(Contd.)	7. DEFERRED TAX ASSETS (NET)(Contd.)	7. DEFERRED TAX ASSETS (NET)(Contd.)
Deferred Tax Liability Calulation: Hin Lac
	31 March, 2019	31 March, 2018
Tax Rate	26.00	30.90
WDV Diference closingFIXED ASSETS	(45,96,873.23)	4,54,544.16
Asset asper Companies Act	5,76,45,729.52	6,83,23,527.20
Asset asper Income Tax	6,22,42,602.75	6,78,68,983.04
ClosingTemporaryDiference	(45,96,873.23)	4,54,544.16
ClosingBalance DTL	(11,95,187.04)	1,40,454.14
LTCG Tax Rate	20.80	20.60
OpeningTD
Loss on business	89,48,66,717.56	62,61,93,741.04
LongTerm Capital Loss	-	1,36,70,994.47
Provision for Gratuity& Leave	2,61,39,946.00	3,10,28,462.00
OriginatingTD	92,10,06,663.56	67,08,93,197.51
ClosingTD	92,10,06,663.56	67,08,93,197.51
ClosingBalance DTA	26,37,58,707.36	20,58,97,885.60
Net Deferred Tax Assets/(Liability)	26,49,53,894.40	20,57,57,431.46

*The company has recognised deferred tax assets based on the estimations of profits in future years considering the probability that sufficient taxable profits will be available against which the unused tax losses/credits can be utilised before such unused tax losses/credits expire. Further a large portion of such tax losses has resulted from R&D activities under taken by the company for development of new products which are unlikely to recurr. The said estimations is based on the order book in pipe line of the company.

The carried forward losses of the company are H23.43 Cr, H36.36 Cr, H29.69 Cr which expire on 31 March, 2025, 31 March, 2026 & 31 March, 2027 respectively

8. OTHER NON CURRENT ASSETS


8. OTHER NON CURRENT ASSETS Hin Lac
	31 March, 2019	31 March, 2018
Advances (other than capital advances)	-	-
Prepaid expenses	1.70	4.57
Securitydeposits	69.39	69.39
Advance to staf	-	-
Advance taxes (net ofprovisions)	545.72	513.65
Balances withgovt. Authorities *	391.84	345.28
	1,008.65	932.89

Notes on accounts for the year ended 31 March, 2019

9. CURRENT INVESTMENT


9. CURRENT INVESTMENT		Hin Lac
	No. of unit	31 March, 2019	No. of unit	31 March, 2018
Investment in Mutual Fund (Others - unquoted)
DSP BlackRock Strategic Bond Fund -			2099112.07	267.49
HDFC Floating Rate Income fund ST plan			99287.37	30.14
IDFC Dynamic Bond fund growth - Direct Plan			558619.50	120.71
JM High Liquidity Fund (Direct) - DDO	198981.61	101.86	NIL
Kotak Bond (Short Term) - Direct Plan - Growth	92398.95	33.70	92398.95	31.11
Kotak Bond scheme plan A - Direct Plan - Growth	1254022.57	270.08	6605384.57	790.70
Kotak Low Duration Fund	17272.73	410.57	NIL
Reliance Qtrly interval fund series 2			4254548.44	1,021.21
Reliance Liquidity Fund	363.14	16.57	363.14	15.39
Reliance Short Term Fund	728768.80	262.78	2432572.14	819.41
Religare Invesco Medium Term Bond fund			13159.42	239.43
Reliance Strategic Debt Fund - Direct Growth Plan	7464509.62	1,145.59	7464509.62	1,080.82
Reliance Fixed Horizon Fund - Xxxiii - Series 2 - Direct Growth Plan	10000000	1,183.08	10000000.00	1,099.16
SBI Ultra Short Term Debt Fund			6681.96	150.53
		3,424.24		5,666.10

(Aggregate amount of investment as on 31 Mar, 2019 H 3424.24 Lac) (As on 31 March, 2018 H 5666.10 Lac)

10. TRADE RECEIVABLES	Hin Lac	Hin Lac
	31 March, 2019	31 March, 2018
Unsecured and Consideredgood	702.33	992.96
less: Expected Credit loss on receivables	(87.16)	-
	615.17	992.96
11. CASH AND BANK BALANCE	Hin Lac
	31 March, 2019	31 March, 2018
CASH & CASH EQUIVALENTS
CASH IN HAND	23.35	3.76
BALANCE WITH BANK :
SCHEDULED BANKS
- in Current Account (Axis bank)	49.42	32.06
- in Current Account Allahabad Bank)*	0.33	0.33
- in Current Account (HDFC Bank)	57.55	425.09
- in Current Account (ICICI Bank)	68.28	10.41
- in Current Account (YES Bank)	27.71	85.93
- in Current Account (SBI Bank)	65.66	27.51
FOREIGN BANK
- in Current Account(with ICICI,BOA,SILICON VALLEY BANK)	330.44	116.74
FIXED DEPOSITS- with original maturityless than 12 Months
Fixed Deposits with ICICI Bank		1,200.46
	622.73	1,902.30

150[|] Annual Report 2018-2019

RS Software (India) Limited[|] 151

Notes on accounts for the year ended 31 March, 2019

Notes on accountsfor the year ended 31 March, 2019	Notes on accountsfor the year ended 31 March, 2019	Notes on accountsfor the year ended 31 March, 2019
11. CASH AND BANK BALANCE Hin Lac (Contd.)
	31 March, 2019	31 March, 2018
OTHER BANK BALANCES
ICICI Bank (on lien less than 12 months)	267.38	226.50
Yes Bank (on lien less than 12 months)	83.14	305.56
Earmarked Balances With Banks(Unclaimed Dividend A/C)	56.58	59.16
	407.10	600.27

*Current Account with Allahabad Bank is subject to confirmation as on March 19.

12. OTHER FINANCIAL ASSETS


12. OTHER FINANCIAL ASSETS Hin Lac
	31 March, 2019	31 March, 2018
Unbilled Revenue	496.87	385.30
	496.87	385.30

13. OTHER CURRENT ASSETS


13. OTHER CURRENT ASSETS Hin Lac
	31 March, 2019	31 March, 2018
Advances other than capital advances	271.77	299.41
Prepaid expenses	74.00	75.41
Deposits	50.21	53.17
Advance to staf	15.38	8.27
Advance taxes (net ofprovisions)	1,101.51	871.95
Balances withgovt. Authorities
	1,512.87	1,308.21

14. EQUITY SHARE CAPITAL


14. EQUITY SHARE CAPITAL Hin Lac
	31 March, 2019	31 March, 2018
a. The AUTHORISED CAPITAL is :
40000000 Equityshare ofH5/- each	2,000.00	2,000.00
25,00,000 Preference share ofH100/- each	2,500.00	2,500.00
	4,500.00	4,500.00
b. ISSUED SUBSCRIBED AND PAID-UP-FULLY CALLED AND PAID UP
25708318 Equityshare ofH5/- each	1,285.42	1,285.42
(Previous Year 2,56,78,318 shares ofH5 each)
	1,285.42	1,285.42

The company has only one class of Shares referred to as equity share having a par value of H 5/- at the beginning of the year. Each holder of equity share is entitled to one vote per share. ('The Company has sub-divided the face value of equity shares from H 10 to H 5 per share during FY 14-15.)

In the event of liquidation of the Company, the holder of the equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amount exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

Notes on accounts for the year ended 31 March, 2019

Notes on accountsfor the year ended 31 March, 2019	Notes on accountsfor the year ended 31 March, 2019	Notes on accountsfor the year ended 31 March, 2019	Notes on accountsfor the year ended 31 March, 2019	Notes on accountsfor the year ended 31 March, 2019
c. Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting year Hin Lac
	31 March, 2019		31 March, 2018
	No. of Share	Hin Lac	No. of Share	Hin Lac
Equity Share
Number of shares at the beginning	25708318	1,285.42	2,57,08,318	1,285.42
Number of shares at the end	25708318	1,285.42	2,57,08,318	1,285.42
d SHAREHOLDER HOLDING MORE THAN 5% OF THE SHARE as on 31 MAR, 2018			Hin Lac
	31 March, 2019		31 March, 2018
Mr. Rajnit Rai Jain	10035648 shares ofH5 each (39.94% of total shareholding)		10035648 shares ofH5 each (39.94% of total shareholding)
e			Hin Lac
	31 March, 2019		31 March, 2018
Aggregate Nos of shares issued for consideration other than cash and shares bought back during fve years immediately preceedingthe current FY	2012-13(16226 equity Bonus shares)		2012-13(16226 equity Bonus shares)

15. STATEMENT OF CHANGES IN EQUITY:SHEET ATTACHED


15. STATEMENT OF CHANGES IN EQUITY:SHEET ATTACHED Hin Lac
	31 March, 2019	31 March, 2018
SHARE FORFEITURE	43.50	43.50
SECURITIES PREMIUM ACCOUNT
Balance at the beginningof theyear	2,586.38	2,586.38
ClosingBalance	2,586.38	2,586.38
PREFERENCE SHARE REDEMPTION RESERVE
Balance at the beginningof theyear	255.31	255.31
ClosingBalance	255.31	255.31
CSR FUND
Balance at the beginningof theyear	118.15	118.15
ClosingBalance	118.15	118.15
SURPLUS IN STATEMENT OF PROFIT AND LOSS ACCOUNT
Balance at the beginningof theyear	12,576.26	15,320.64
OTHER COMPREHENSIVE INCOME*	158.51	(12.81)
Add: Comprehensive income for theyear	(4.07)
Add : Net Proft /Loss after tax from Statement of Proft and Loss	(2,387.55)	(2,573.06)
	10,343.15	12,734.77
ClosingBalance	10,343.15	12,734.77
INTER BRANCH FOREIGN FLUCTUATION RESERVE
Balance at the beginningof theyear	508.56	491.62
Add : Fluctuation duringtheyear	26.18	16.94
ClosingBalance	534.74	508.56
	13,881.24	16,246.68

During the year the company has granted 250000 options to employees of the company on 29 Jan, 2019. the vesting will start in 2020.

152[|] Annual Report 2018-2019

RS Software (India) Limited[|] 153

Notes on accounts for the year ended 31 March, 2019

Notes on accountsfor the year ended 31 March, 2019	Notes on accountsfor the year ended 31 March, 2019	Notes on accountsfor the year ended 31 March, 2019
16. NON CURRENT PROVISIONS Hin Lac
	31 March, 2019	31 March, 2018
Provision for leave encashment	20.15	33.08
Provision forgratuity	210.18	265.44
	230.33	298.52

17. SHORT TERM ADVANCE Hin Lac	17. SHORT TERM ADVANCE Hin Lac	17. SHORT TERM ADVANCE Hin Lac
	31 March, 2019	31 March, 2018
Advances from subsidiary	853.64	783.81
	853.64	783.81
18. CURRENT _TRADE PAYABLE Hin Lac
	31 March, 2019	31 March, 2018
Trade Payable-other than MSMED vendor	439.72	927.87
	439.72	927.87
19. CURRENT OTHER FINANCIAL LIABILITIES Hin Lac
	31 March, 2019	31 March, 2018
Unpaid Dividend	56.58	59.16
	56.58	59.16
20. OTHER CURRENT LIABILITIES Hin Lac
	31 March, 2019	31 March, 2018
Salary payable	57.62	122.62
StatutoryliabilityincludingPF, TDS, ESI etc.	121.80	(31.76)
Advance from customers	236.77	1.88
	416.19	92.74

21. CURRENT PROVISIONS	Hin Lac	Hin Lac
	31 March, 2019	31 March, 2018
PROVISION FOR LEAVE ENCASHMENT	5.78	1.38
PROVISION FOR GRATUITY	25.29	10.38
	31.07	11.76
22. CONTINGENT LIABILITIES (TO THE EXTENT NOT PROVIDED FOR)	Hin Lac
	31 March, 2019	31 March, 2018
(To the extent notprovided for in the books)
a) Guarantee Outstanding*	571.22	135.00
b) Invoice funding with Silicon Valley Bank	762.14	220.97

In response to order received for demand of service tax of H 3.99 Cr (FY2007-12) , the company has filled an apeal with CESTAT and the same is pending as on date.

In response of the demand order received for AY2013-14 of H 4.3 Cr, the company has filed an appeal with CIT(A) and the same is pending as on date.

Notes on accounts for the year ended 31 March, 2019

Notes on accountsfor the year ended 31 March, 2019
23. REVENUE FROM OPERATION	Hin Lac
	31 March, 2019	31 March, 2018
Export of Software Services Income	4,572.15	4,899.61
Domestic Income from Software Services	774.68	740.50
Domestic Sales of stock in trade	757.26	99.22
	6,104.09	5,739.33

ANNEXURE TO NOTE NO. 23 - REVENUE FROM OPERATIONS


ANNEXURE TO NOTE NO. 23 - REVENUE FROM OPERATIONS	Hin Lac
	31 March, 2019	31 March, 2018
Revenue disaggregations by nature of revenue:
Software Development services	5,346.83	5,640.11
Sale of Thirdpartyhardware	757.26	99.22
Revenue disaggregations by geography:	6,104.09	5,739.33
India	1,437.27	839.43
USA	4,515.76	4,679.43
UK	143.45	197.27
Japan	7.61	23.20
SGP	-	-
TOTAL	6,104.10	5,739.33
Revenue disaggregations by Sector:
Government	1,198.22	635.03
Non Government	4,905.87	5,104.30
TOTAL	6,104.09	5,739.33

The company has one customer who represents more than 10% of its revenue in FY 1718 & FY 1819 .

While disclosing aggregate amount of transaction price the company has not disclose the aggregate transaction price allocated to unsatisfied or partially satisfied performance obligation which pertains to contract where revenue recognised coresponds to value transfer to customer tipically involve in time & material or fixed price or event base fixed price base contracts.

The contracts of the company are largely T&M based with no predetermined contact values. In some contacts it is a mixed of T&M & fixed price & as such the unsatisfied performance value can not determined with accuracy.

24. DETAILS OF OTHER INCOME Hin Lac	24. DETAILS OF OTHER INCOME Hin Lac	24. DETAILS OF OTHER INCOME Hin Lac
	31 March, 2019	31 March, 2018
Interest Received from Bank Fixed Deposit	72.74	66.68
Netgain on Investments in Mutual Funds	309.33	562.64
Interest from Employee Welfare Trust	113.75	113.75
Unrealisedgain/loss on Investment carried at FV through P&L	43.64	75.52
Other Non-operatingIncome From Subsidiary	26.27	26.32
Other Income	11.55	11.28
Net Gain /loss from Foreign Transaction	0.12	-
	577.40	856.19

25. PURCHASE OF STOCK IN TRADE Hin Lac	25. PURCHASE OF STOCK IN TRADE Hin Lac	25. PURCHASE OF STOCK IN TRADE Hin Lac
	31 March, 2019	31 March, 2018
Purchase of stock in trade	789.21	90.78
	789.21	90.78

In respect of AY 12-13 demand order recived for H 10.30 crs, the company has filed appeal with ITATwhich is still pending for hearing.

154[|] Annual Report 2018-2019

RS Software (India) Limited[|] 155

Notes on accounts for the year ended 31 March, 2019

Notes on accountsfor the year ended 31 March, 2019
26. EMPLOYEE BENEFIT EXPENSES	Hin Lac
	31 March, 2019	31 March, 2018
Salary Wages And Bonus	5,447.64	6,237.96
Contribution to PF And Other Funds	198.95	282.60
Staf Welfare Expenses	300.92	419.90
	5,947.51	6,940.46

27. SUBCONTRACTOR EXPENSES Hin Lac	27. SUBCONTRACTOR EXPENSES Hin Lac	27. SUBCONTRACTOR EXPENSES Hin Lac
	31 March, 2019	31 March, 2018
	637.14	848.71
	637.14	848.71
28. FINANCE COST Hin Lac
	31 March, 2019	31 March, 2018
Other BorrowingCost(SVB charges)	28.32	3.75
	28.32	3.75
29. OPERATION AND OTHER EXPENSES Hin Lac
	31 March, 2019	31 March, 2018
Travelling	338.87	420.61
Conveyance	36.85	52.26
Staf Welfare	33.69	33.14
Communication	149.64	222.36
Printingand Stationery	14.39	13.43
Electricityand Power	128.02	135.78
Rent - Apartment & Ground	337.88	336.71
Repairs - Machinery	112.37	137.58
Repairs - Building	75.55	68.41
Repairs - Others	3.51	5.33
Education and TrainingExpenses	9.20	15.58
insurance	63.10	67.96
Auditors' Remuneration - Refer Note no.30	3.90	3.85
Books and Periodicals	0.34	0.42
Directors' Fees	16.40	21.92
Rates & Taxes	63.09	70.18
Legal/Professional Fee	203.50	202.21
ConsultancyCharges	119.78	133.80
Recruitment & Relocation Expenses	64.61	43.38
General and Board Meetingexpenses	2.28	2.14
Membershipand Subscription	36.37	47.06
Business Promotion	108.26	152.93
Advertisement	3.68	6.20
Bank Changes	25.12	21.64
Impairment loss recognised under Expected Credit loss	87.16	-
Donation	0.25	0.01
	2,037.80	2,214.90

Prior Period amts to H32468 relating to FY18-19 in the nature of subcontractor expense is immaterial so no effect of IND AS taken in opening balance sheet.

Notes on accounts for the year ended 31 March, 2019

30. AUDITOR'S REMUNERATION

Notes on accountsfor the year ended 31 March, 2019	Notes on accountsfor the year ended 31 March, 2019	Notes on accountsfor the year ended 31 March, 2019
30. AUDITOR'S REMUNERATION Hin Lac
	31 March, 2019	31 March, 2018
As Statutory Auditors	2.50	2.51
Other certifcation	1.40	1.35
The above remunerations are not inclusive of service tax and GST
	3.90	3.86

31 There is no Impairment of assets during the year ended as on 31 Mar, 2019 under Ind AS 36.

32 In respect of service tax & GST which are non cenvatable or non refundable the same amount is being charged to respective expense account.
33 The Company has renewed lease for Building with Saltee Infotex (India) Pvt. Ltd. for the period of 7 years expiring on 30 April’ 22.


Hin Lac
	31 March, 2019
Total Minimum Lease Payment outstanding as at
Within One Year	263.36
More than One Year	550.86

34. EMPLOYEE BENEFIT PROVISIONS

The company has got the actuarial valuation of employee benefit done at the year end and classification of such liability has been done based on 2018-19 actuarial report.

based on 2018-19 actuarial report.	based on 2018-19 actuarial report.	based on 2018-19 actuarial report.
Hin Lac
	31 March, 2019	31 March, 2018
Provision for Leave Encashment in Proft and Loss statement	11.69	12.44
Provision for Gratuityin Proft and Loss statement	46.53	88.23
	58.23	100.67

ACTUARIAL VALUATION DISCLOSURE (STANDALONE)	ACTUARIAL VALUATION DISCLOSURE (STANDALONE)	ACTUARIAL VALUATION DISCLOSURE (STANDALONE)	Hin Lac	Hin Lac
Particulars	2019	2019	2,018	2,018
1) EXPENSE RECOGNISED IN THE INCOME STATEMENT	GRATUITY	LEAVE ENCASHMENT	GRATUITY	LEAVE ENCASHMENT
Current Service Cost
as on 31/03/2019	25,29,482.00	5,78,575.00	27,51,011.00	8,25,009.00
Past Service Cost			27,66,952.00
Loss/(Gain) on settlement
Net Interest Income/(cost) on the Net Defned Beneft Liability(Asset)	21,23,817.00	2,65,375.00	20,23,943.00	2,80,448.00
Actuarial (gains)/losses due to :
change in demographic assumptions
Change in fnancial assumptions	(18,95,368.00)	(2,65,358.00)	(7,77,249.00)	(1,14,021.00)
experience varience (i.e. Actual experience vs assumptions)	23,01,967.00	5,90,864.00	20,58,665.00	2,52,120.00

156[|] Annual Report 2018-2019

RS Software (India) Limited[|] 157

Notes on accounts for the year ended 31 March, 2019

ACTUARIAL VALUATION DISCLOSURE (STANDALONE)

Notes on accountsfor the year ended 31 March, 2019	Notes on accountsfor the year ended 31 March, 2019	Notes on accountsfor the year ended 31 March, 2019
ACTUARIAL VALUATION DISCLOSURE (STANDALONE)			Hin Lac
Particulars	2019	2019	2,018	2,018
others
Components of defned benift costs recognised in Other
Comprehensive Income	4,06,599.00		12,81,416.00	12,43,556.00
2) Net Asset
Present value of Defned Beneft Obligation	2,35,47,412.00	25,92,534.00	2,75,82,034.00	34,46,428.00
Funded status [Surplus/(Defcit)]	(2,35,47,412.00)	(25,92,534.00)	(2,75,82,034.00)	(34,46,428.00)
Net asset/(liability) recognised in balance sheet	(2,35,47,412.00)	(25,92,534.00)	(2,75,82,034.00)	(34,46,428.00)
Net asset/(liability) recognised in balance sheet at beginningofperiod	(2,75,82,034.00)	(34,46,428.00)	(2,73,87,595.00)	(37,94,970.00)
Expense recognised in Income Statement	46,53,299.00	11,69,456.00	75,41,906.00	12,43,556.00
Expense recognised in Other Comprehensive Income	4,06,599.00		12,81,416.00
Employer contributions	90,94,520.00	20,23,350.00	86,28,883.00	15,92,098.00
Net Acquisitions/Business Combinations
Net asset/(liability) recognised in balance sheet at end of theperiod	(2,35,47,412.00)	(25,92,534.00)	(2,75,82,034.00)	(34,46,428.00)
3) Change in Defned Beneft Obligations (DBO)
Present Value of DBO at beginningofperiod	2,75,82,034.00	34,46,428.00	2,73,87,595.00	37,94,970.00
Current Service cost	25,29,482.00	5,78,575.00	27,51,011.00	8,25,009.00
Interest cost	21,23,817.00	2,65,375.00	20,23,943.00	2,80,448.00
Past Service Cost			27,66,952.00
Change in fnancial assumptions	(18,95,368.00)	(2,65,358.00)	(7,77,249.00)	(1,14,021.00)
- experience varience (i.e. Actual experience vs assumptions	23,01,967.00	5,90,864.00	20,58,665.00	2,52,120.00
others
Beneftspaid	(90,94,520.00)	(20,23,350.00)	(86,28,883.00)	15,92,098.00
Present Value of DBO at the end ofperiod	2,35,47,412.00	25,92,534.00	2,75,82,034.00	34,46,428.00
4) Change in Fair Value of Assets
Return on Plan Assets, Excluding amount recognised in Net Interest expense			-	-
Actual Companycontributions	90,94,520.00	20,23,350.00	86,28,883.00	15,92,098.00
Beneftspaid	(90,94,520.00)	(20,23,350.00)	(86,28,883.00)	(15,92,098.00)
5) Actuarial Assumptions
Financial Assumptions
Discount Rate	0.08	0.08	0.08	0.08
Rate of increase in salaries	0.03	0.03	0.03	0.03
Demographic Assumptions
MortalityRate (% of IALM 06-08)	1.00	1.00	1.00	1.00
Normal Retirement Age	58 years	58 years	58 years	58 years
Attrition Rates, based on age (% p.a.) FOR ALL AGES	2.00	2.00	2.00	2.00

Notes on accounts for the year ended 31 March, 2019


35.a) Enterprises where control exists: Hin Lac
	% of holding	Country of Incorporation
Wholly Owned Subsidiaries:
Responsive Solutions Inc	100%	USA
RS Software (Asia) Pte. Ltd.	100%	Singapore
b) Subsidiary
Paypermint Pvt Ltd	79.17%	INDIA
c) Key Management Personnel:
Mr. Rajnit Rai Jain	-	Chairman and Managing Director
Mr. Richard Launder	-	Director
Mr. Shital Kr. Jain	-	Director
Mr. R Ramaraj	-	Director
Mrs. Sarita Jain	-	Director
Mr. Raghav Raj Jain	-	Head Staf Augmentation
Ms. Shrishti Jain	-	Head Global Sales
Mr. Vijendra Surana	-	CFO & Company Secretary

d) Disclosure of transactions between the Company and Related Parties and the status of outstanding balances i. With Wholly Owned Subsidiary (WOS) Hin Lac	d) Disclosure of transactions between the Company and Related Parties and the status of outstanding balances i. With Wholly Owned Subsidiary (WOS) Hin Lac	d) Disclosure of transactions between the Company and Related Parties and the status of outstanding balances i. With Wholly Owned Subsidiary (WOS) Hin Lac
Particulars	31 March, 2019	31 March, 2018
Reimbursement of Cost of services incurred on behalf of Subsidiary including margin on actual cost thereon.
Responsive Solution Inc	242.79	247.91
Paypermint	233.51	826.88
Advance Received From Subsidiary
R S Software Asia (Pte.) Ltd.	-	146.87
Balance as on MAR 31,2019 :
Reimbursement of Cost of services incurred on behalf of Subsidiary including margin on actual cost thereon.
Responsive Solution Inc	(853.64)	(883.06)
Reimbursing of expenses payable and amount receivable towards invoicing
Paypermint Pvt Ltd	9.56	13.30
Maximum balance outstanding during the year ended Mar,19
Reimbursement of Cost of services incurred on behalf of Subsidiary including margin on actual cost thereon.
Responsive Solution Inc	(897.32)	(883.06)
Reimbursing the Other Cost from subsidiary on actual.
Paypermint Pvt Ltd	56.38	13.30
ii. With Related parties
Compensation to KMP'S :	Short Term Employee Benefr
R R Jain(MD)	68.83
MR.RICHARD LAUNDRA (Director)	4.80
MR.S.K.JAIN (Director)	4.00
MR.R. RAMARAJ (Director)	6.00
Mrs Sarita Jain (Director)	48.82
Vijendra Kumar Surana(CFO & CS)	63.81
Relatives	233.93

158[|] Annual Report 2018-2019

RS Software (India) Limited[|] 159

Notes on accounts for the year ended 31 March, 2019

EPS has been calculated as per the provisions of INDAS-33, issued by the Institute of Chartered Accountants of India. The details of calculation are as follows:

H in Lac

India. The details of calculation are as follows:
	31 March, 2019	31 March, 2018
Numerator for Basic and Diluted EPS:
Proft & Loss for the Year ended	(2,387.55)	(2,573.06)
Denominator for Basic EPS:
EquityShares	2,57,08,318.00	2,57,08,318.00
Weighted no. of EquityShares	2,57,08,318.00	2,57,08,318.00
Denominator for Diluted Shares
Weighted No. of Basic EquityShares	2,57,08,318.00	2,57,08,318.00
Weighted no. of EquityShares	2,57,08,318.00	2,57,08,318.00
Nominal Value of share	5.00	5.00
Basic Earning per Share	(9.29)	(10.01)
Diluted Earning per Share	(9.29)	(10.01)

Notes on accounts for the year ended 31 March, 2019

s on accountsfor the year ended 31 March, 2019	s on accountsfor the year ended 31 March, 2019	s on accountsfor the year ended 31 March, 2019	s on accountsfor the year ended 31 March, 2019	s on accountsfor the year ended 31 March, 2019
Hin Lac
Particulars	No. of Non- resident Shareholders	No. of Equity Shares held	Year end of Dividend	Gross Amount of dividend
Interim Dividend for 2013-14 declared in October' 13	207	5,88,430	March' 2014	14,71,075.00
Interim Q3 Dividend for 2013-14 declared in January' 14	197	5,06,065	March' 2014	5,06,065.00
Final dividend for 2013-14 declared in July,14	290	4,34,205	March' 2014	10,85, 512.50
Interim dividend for 2014-15 declared in July,14	344	4,63,450	March' 2015	4,63,450.00
2nd Interim dividend for 2014-15 declared in October,14	382	5,45,321	March' 2015	8,17,981.50
3rd Interim dividend for 2014-15 declared in January,15	442	21,20,830	March’ 2015	15,90,622.50
Final dividend for 2014-15 declared in July,15	588	22,29,422	March'2015	27,86,777.50
Dividend for 2015-16 declared in July,2016	564	17,90,888	March'2016	17,90,888.00

37. OTHER COMPREHENSIVE INCOME (PENSION PLAN GAINS OR LOSSES)

		Hin Lac
	31 March, 2019	31 March, 2018
Other Comprehensive Income	4.07	12.81

Declaration received from Micro,Small and Medium Enterprises under section 22 of MSMED Act 2006 and disclosures has been made accordingly under Note no. 18
Additional Information pursuant to provisions of the Para 5 (vii) (b) of Part II Schedule III for the Companies Act, 2013:-
a The Company is engaged in the business of development & maintenance of computer software and other related services. The production and sale of such software services are not capable of being expressed in generic terms.

	Hin Lac	Hin Lac
Particulars	31 March, 2019	31 March, 2018
Expenditure in Foreign Currency:
Foreign branch expenditure	4,716.06	5502.44
Earningin Foreign Currency
Export of services	4,598.42	4899.61

b Remittance in Foreign Currency

The Company has remitted H Nil (MAR 2018: H Nil) in foreign currencies on accounts of dividends as on Mar 19 and does not have information as to the extent to the extent to which remittance, if any, in foreign currencies on account of dividends have been made by/on behalf of non-resident shareholders. The Particulars of dividends declared and paid on account of non-resident shareholders for the years 2010-11 to 2015-16 are as under :-

for the years 2010-11 to 2015-16 are as under :-	for the years 2010-11 to 2015-16 are as under :-
				Hin Lac
Particulars	No. of Non- resident Shareholders	No. of Equity Shares held	Year end of Dividend	Gross Amount of dividend
Final dividend for 2011-12 declared in July'12	134	4,68,631	March' 2012	9,37,262.00
Interim Dividend for 2012-13 declared in January' 13	202	5,11,382	March' 2013	7,67,073.00
Final dividend for 2012-13 declared in July'13	201	5,33,149	March' 2013	10,66,298.00


40. REPORTING OF SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED:	Hin Lac
Particulars	Year ended 31 March, 2019	Year ended 31 March, 2018
1. Segment Revenue (net sale/income from each segment)
a. Segment - A (USA)	4,447.36	4,675.65
b. Segment - B (ROW)	1,190.31	1,063.68
Total	5,637.67	5,739.33
Other Income
Segment -A(USA)& B (ROW)	1,043.83	856.19
Total	6,681.50	6,595.53
Less : Inter - segment revenue	-	-
Net Revenue from Operations	6,681.50	6,595.53
2. Segment Results Proft/(Loss) before Tax & Interest from each segment
a. Segment - A (USA)	(1,831.49)	(2,757.94)
b. Segment - B (ROW)	200.00	304.52
Total	(1,631.49)	(2,453.42)
Less : Interest	28.32	3.75
Less : Depreciation	221.03	208.84
Less : Unallocable Selling, General & Administrative Expenses	1,098.67	1,033.09
Proft before tax	(2,979.51)	(3,699.09)
3. Capital Employed
Total Assets	17,194.18	19,705.97
Total Liability	17,194.18	19,705.97

Note : *Assets used in the Company’s business are not capable of being specifically identified with any of the segments, and it is not practicable to provide segmented disclosures in relation to total assets and liabilities with any reasonable degree of accuracy. Unallocated expenses have not been disclosed in any segment.

160[|] Annual Report 2018-2019

RS Software (India) Limited[|] 161

Notes on accounts for the year ended 31 March, 2019

RESPONSIVE SOLUTIONS, INC.

41. Disclosure under clause 32 of the listing agreement amount of loans and advances outstanding from subsidiary

1.Disclosure under clause 32 of the listing agreement amount of loans and advances outstanding from subsidiary	1.Disclosure under clause 32 of the listing agreement amount of loans and advances outstanding from subsidiary	1.Disclosure under clause 32 of the listing agreement amount of loans and advances outstanding from subsidiary
Hin Lac
	31 March, 2019	31 March, 2018
Outstanding as on
Responsive Solution Inc	(853.64)	(883.06)
RS Software (Asia) Pte Ltd	NIL	NIL
Paypermint Pvt Ltd	9.56	13.30
Maximum balance outstanding during the year
Responsive Solution Inc	(897.32)	(883.06)
RS Software (Asia) Pte Ltd	NIL	NIL
Paypermint Pvt Ltd	56.38	13.30

Directors’ Report

The Directors present their report together with the audited accounts for the period ended 31st March, 2019.

Review of Financial Performance

The company during the year under review reported a profit of US$ 0.08 million (Previous year Profit US$ 0.27 million). The company is exploring different avenues of revenues, particularly in areas where the Parent Company RS Software is not focusing, and the plan to achieve more profits during the fiscal year 2019-20.

In view of the slowdown in the global economies and that of US in particular, the opportunity for offshore outsourcing only increases and your management team is confident of improved financial performance in years to come.

Directors’ Responsibilities

The Company is primarily engaged in the rendering services relating to maintenance and testing of Computer Software. These cannot be expressed in any generic units. Hence it is not possible to give the quantities details of sales and certain information as required under paragraph 5 (viii) '(c) of general instructions for preparation of statement of profits and loss as per revised schedule VI of the Companies Act 2013.
The previous year figures have been regrouped, reclassified and restated, wherever necessary, to correspond with the current year’s
(i) That the Directors 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 & fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.
(ii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the Company.
(iii) That the Directors have prepared the accounts for the financial year ended 31st March, 2019 on a “going concern” basis.
Financial figures have been rounded off to nearest H Lac.

Acknowledgements

For DEOKI BIJAY & CO On behalf of the Board

Chartered accountants

(Reg. No : 313105E)

Sd/Sd/Sd/Sd/CA D.N. Agrawal V. Surana S.K Jain R.R. Jain Partner CFO & Company Secretary Director Chairman & Managing Director M. No. 51157 M. No: 11559 DIN: 00047474 DIN : 00122942

Your Directors’ place on record their deep appreciation of the continued assistance and co-operation extend to the Company by its customers, investors, bankers, Government agencies and its dedicated employees. We are particularly grateful to all the shareholders for keeping faith and commitment in the management team to achieve significantly better financial results.

On behalf of the Board of Directors

Milpitas R R Jain 15 April, 2019 Chairman

Dated : 30 April, 2019 Place : Kolkata

162[|] Annual Report 2018-2019

RS Software (India) Limited[|] 163

RESPONSIVE SOLUTIONS, INC.

Independent Auditor’s Report

To the Board of Directors Responsive Solutions, Inc. 1900 McCarthy Blvd, Suite 103 Milpitas, California 95035

Report on the Financial Statements

We have audited the accompanying financial statements of Responsive Solutions, Inc. (a California Corporation), which comprise the balance sheet as of 31 March, 2019, and the related statement of operations, stockholders’ equity and cash flows for the three and twelve month ended 31 March, 2019, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

RESPONSIVE SOLUTIONS, INC.

Balance sheet as at 31 March, 2019

Balance sheetas at 31 March, 2019	Balance sheetas at 31 March, 2019
USD $
	31 March, 2019
ASSETS
CURRENT ASSETS
Cash and cash equivalents	95,083
Sundrycreditors (net)	1,231,620
Total assets	1,326,703
LIABILITIES AND STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY
Common stock, $.01par value, Authorized 1,000 shares;
Issued and outstanding500 shares as of 31 March, 2019	5
Additionalpaid-in capital	499,995
Retained earnings	826,703
Stockholders' equity	1,326,703
Liabilities and Stockholders' equity	1,326,703

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements 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 entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Responsive Solutions, Inc. as of 31 March, 2019, and the results of its operations and its cash flows for the three and twelve month ended 31 March, 2019 in accordance with accounting principles generally accepted in the United States of America.

Statement of Operations for the three and twelve month ended 31 March, 2019

		USD $
	Three Month Ended	Twelve Month Ended
	31 March, 2019	31 March, 2019
REVENUES
Consultingrevenue	-	606,157
Total Revenues	-	606,157
COST AND EXPENSES
Consultingfees	47	351,012
Salary, wages andpayroll taxes	22,707	82,848
Professional fees	7,000	14,500
Payrollprocessingfees	1,179	4,219
Mileage and reimbursements	-	13,200
Total Expenses	30,933	465,779
Net (Loss) Income Before Income Taxes	(30,933)	140,378
Provision for income taxes	2,473	60,923
Net (Loss) Income	(33,406)	79,455

San Francisco, California 15 April, 2019

164[|] Annual Report 2018-2019

RS Software (India) Limited[|] 165

RESPONSIVE SOLUTIONS, INC.

Statement of Stockholders’ Equity for the three months and twelve months ended 31 March, 2019

				USD $
	Common Stock	Additional Paid-In Capital	Retained Earnings	Total Stockholders' Equity
Balance, 31 March, 2018	5	499,995	747,248	1,247,248
Net income-nine month	-	-	112,861	112,861
Balance, 31 December, 2018	5	499,995	860,109	1,360,109
Net income three month	-	-	(33,406)	(33,406)
Balance, 31 March, 2019	5	499,995	826,703	1 ,326,703

Statement of Cash Flows for the three and twelve month ended 31 March, 2019

Statement of Cash Flowsfor the three and twelve month ended 31 March,	2019
		USD $
	Three Month Ended	Twelve Month Ended
	31 March, 2019	31 March, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	(33,406)	79,455
Adjustments to reconcile net income to net cash provided by operating activities:
Changes in assets and liabilities:
Accounts receivable	87,615	30,949
Income taxespayable	(100,172)	(44,166)
Net Cash Provided byOperatingActivities	(45,963)	66,238
CASH FLOWS FROM FINANCING ACTIVITIES
Relatedpartynote receivable	47	(28,989)
Net Cash Provided byFinancingActivities	47	(28,989)
Net Change in Cash and Cash Equivalents	(45,916)	37,249
Cash and cash equivalents, beginningbalance	140,999	57,834
CASH AND CASH EQUIVALENTS, ending balance	95,083	95,083
SUPPLEMENTAL CASH FLOW INFORMATION
Interestpaid	-	-
Income taxes paid	-	-

RESPONSIVE SOLUTIONS, INC.

Notes to Financial Statements as at 31 March, 2019

1. Summary of Significant Accounting Policies

Nature of Business – Responsive Solutions, Inc. (“Responsive Solutions”), a California corporation incorporated in 1994, Responsive Solutions markets a multi-user Corrective Action Tracking System (CATSWeb) designed to track manufacturing nonconformities and corrective action, achieve and maintain ISO/QS 9000 certification, and empower companies in a broad range of industries to solve problems faster.

Responsive Solutions, Inc. is a wholly owned subsidiary of RS Software (India) Ltd, "Parent".

Basis of Accounting – Responsive Solutions prepares the financial statements using accrual basis of accounting in conformity with the generally accepted accounting principles in the United States of America. The expenses are recorded when the benefits and services are received.

Estimates Included in the Financial Statements – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Responsive Solutions is subject to risks and uncertainties that may cause actual results to differ from estimated amounts, such as changes in the technology, competition, litigation, legislation and regulations. Responsive Solutions regularly evaluates their estimates and assumptions using historical experience and expectations about the future. Responsive Solutions adjusts their estimates and assumptions when facts and circumstances indicate the need for change.

Cash and Cash Equivalents – Cash consists of interest and non-interest-bearing accounts with one financial institution. Responsive Solutions considers all highly liquid investments with original maturity of three months or less from the date of purchased, to be cash equivalents. The carrying value of cash equivalents approximates fair value.

Sundry Creditors (Net), Related party – Responsive Solutions issued short term unsecured receivable amounting to $1,231,620 to the Parent, RS Software (India) Ltd which bears no interest rate. Related party receivable balance was $1,231,620 as of 31 March, 2019. Management estimates the note is going to be received full in year 2020.

Accounts Payable – Accounts payable are recorded when goods or benefits are received.

Revenue Recognition – Responsive Solutions derives revenue primarily from software services and development on fixed- price contracts. On the time-and-materials contracts, revenue is recognized as related services are rendered.

Transactions with Related Parties – Transactions that occurred between Responsive Solutions and related parties during the three and twelve month ended 31 March, 2019 are as follows:

Responsive Solutions issued short term unsecured receivable amounting to $1,231,620 to the Parent, RS Software (India) Ltd which bears no interest rate. Related party receivable balance was $1,231,620 as of 31 March, 2019. Management estimates the note is going to be received full in year 2020.

Risks and Uncertainties – Products are concentrated in an industry which is characterized by significant competition, rapid technological advances, changes in customer requirements and evolving regulatory requirements and industry standards. The success of Responsive Solutions depends on management’s ability to anticipate and to respond quickly and adequately to technological developments in the industry, changes in customer requirements or changes to industry standards. Any significant delays in the development or introduction of products could have a material adverse effect on Responsive Solutions business and operating results.

Fair Value of Financial Instruments -- The carrying amounts of financial instruments including cash, accounts receivable, accounts payable, and federal and state taxes payables approximate fair value as of 31 March, 2019, because of the relatively short maturity of these instruments.

166[|] Annual Report 2018-2019

RS Software (India) Limited[|] 167

RESPONSIVE SOLUTIONS, INC.

Notes to Financial Statements as at 31 March, 2019

Income Taxes Payables – Responsive Solutions has elected to be taxed under the chapter C of the Internal Revenue Code. Income of Responsive Solutions is reported in Responsive Solutions income tax return.

Responsive Solutions files its income tax returns in the U.S. Federal, and California jurisdictions.

None of Responsive Solutions tax returns have been examined by the taxing authorities, nor has Responsive Solutions been notified of any pending examinations.

At 31 March, 2019, Responsive Solutions did not have any tax benefit disallowed under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) FASB ASC 740, Income Taxes and no amounts have been recognized for potential interests and penalties. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with the tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax position not meeting the “more likely than not” test, no tax benefit is recorded.

Current tax expense for the three and twelve month ended 31 March, 2019 presented are comprised of the minimum tax for Federal and the state of California based on minimal tax rates for taxable income.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. No deferred tax expense was booked for the three and twelve month ended 31 March, 2019 as there is no difference noted between the carrying amounts of assets and liabilities for financial reporting and income tax purposes.

Uncertain Tax Positions – Responsive Solutions accounts for uncertain tax positions in accordance with GAAP. GAAP prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken on a tax return. GAAP also provides guidance on recognition, de recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. There was no impact on total liabilities or stockholder's equity as a result of the adoption of these provisions.

Concentration of Credit Risk – Financial instruments that potentially subject Responsive Solutions to concentrations of credit risk consist principally of deposits greater than $250,000 for interest bearing accounts with each financial institution that is a member of Federal Deposit Insurance Corporation (“FDIC”), and security deposits greater than $500,000 ($250,000 in cash) with each financial institution that is a member of Securities Investor Protection Corporation (“SIPC”).

Responsive Solutions has no cash balances on deposit at 31 March, 2019 that exceeded the balance insured by the FDIC. Management of Responsive Solutions periodically reviews its cash policies and believes any potential accounting loss is minimal.

Concentration of Revenue – Responsive Solutions grants credit to its customers. In general, Responsive Solutions does not require collateral in relation to these receivables. For the twelve-month ended 31 March, 2019, Responsive Solutions derived 100% of its revenue from one customer.

Subsequent Event – Management has evaluated subsequent events through April 15, 2019, the date which the financial statements were available to be issued. The financial statements include all events or transactions, including estimates, required to be recognized in accordance with the accounting principles generally accepted in the United States of America. Responsive Solutions has determined that there are no unrecognized subsequent events that require additional disclosures.

R S SOFTWARE (ASIA) PTE. LIMITED

Directors’ Statement For the financial year ended 31 March 2019

The directors present their statement to the members together with the audited financial statements of the Company for the financial year ended 31 March 2019.

In the opinion of the directors,

(a) the statement of comprehensive income, statement of financial position, statement of changes in equity and statement of cash flows together with the notes thereto are drawn up so as to give a true and fair view of the financial position of the Company as at 31 March 2019 and the financial performance, changes in equity and cash flows of the Company for the financial year then ended; and
(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

Directors

The directors of the Company in office at the date of this statement are as follows:

Rajnit Rai Jain

22 April, 2019 Vijendra Kumar Surana Steven Luk Chiew Peng

Arrangements to enable directors to acquire shares and debentures

Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object was to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

Directors’ interests in shares or debentures

According to the register of directors’ shareholdings, none of the directors holding office at the end of the financial year had any interest in the shares or debentures of the Company or its related corporations, except as follows:

	Holdings registered in name of director	Holdings registered in name of director	Holdings in which a director is deemed to have an interest	Holdings in which a director is deemed to have an interest
	At 01.04.2018	At 31.03.2019	At 01.04.2018	At 31.03.2019
The Company(Ordinary shares)
Rajnit Rai Jain	-	-	25,000	25,000
R. S. Software (India) Limited
- holding company Ordinary shares)
Rajnit Rai Jain	10,035,648	10,035,648	-	-

Share options

There were no options granted during the financial year to subscribe for unissued shares of the Company.

No shares have been issued during the financial year by virtue of the exercise of options to take up unissued shares of the Company.

There were no unissued shares of the Company under option at the end of the financial year.

Independent auditor

The independent auditor, Entrust Public Accounting Corporation, has expressed its willingness to accept re-appointment.

	On behalf of the directors:
Rajnit Rai Jain	Vijendra Kumar Surana
Director	Director
22 April, 2019

168[|] Annual Report 2018-2019

RS Software (India) Limited[|] 169

R S SOFTWARE (ASIA) PTE. LIMITED

Auditor’s Responsibilities for the Audit of the Financial Statements

Independent Auditor’s Report

the Members of

R S SOFTWARE (ASIA) PTE. LIMITED

Report on the Audit of the Financial Statements

Our opinion

We have audited the accompanying financial statements of R S Software (Asia) Pte. Limited (the “Company”), which comprise the statement of financial position as at 31 March 2019, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the financial year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements are properly drawn up in accordance with the provisions of the Companies Act, Chapter 50 (the “Act”) and Financial Reporting Standards in Singapore (“FRSs”) so as to give a true and fair view of the financial position of the Company as at 31 March 2019 and the financial performance, changes in equity and cash flows of the Company for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with Singapore Standards on Auditing (“SSAs”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Accounting and Corporate Regulatory Authority (“ACRA”) Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (“ACRA Code”) together with the ethical requirements that are relevant to our audit of the financial statements in Singapore, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

Management is responsible for the other information. The other information comprises the Directors’ Statement but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Our objectives are to obtain reasonable assurance about whether the financial statements 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 SSAs 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

As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, 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 management.
Conclude on the appropriateness of management’s 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 statements 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 Company to cease to continue as a going concern.

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

We communicate with the directors 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.

Report on Other Legal and Regulatory Requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company have been properly kept in accordance with the provisions of the Act.

ENTRUST PUBLIC ACCOUNTING CORPORATION

Public Accountants and Chartered Accountants Singapore

Responsibilities of Management and Directors for the Financial Statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Act and FRSs, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets.

In preparing the financial statements, management is 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The directors’ responsibilities include overseeing the Company’s financial reporting process.

170[|] Annual Report 2018-2019

RS Software (India) Limited[|] 171

R S SOFTWARE (ASIA) PTE. LIMITED

Statement of Comprehensive Income for the financial year ended 31 March 2019

	Note	2019 SGD	2018 SGD
Revenue	4	23,046	128,031
Expenses:
Employee compensation	5	(11)	(93,074)
Other expenses	6	(28,175)	(35,648)
Loss before income tax		(5,140)	(691)
Income tax expense	7	-	5 ,021
(Loss)/proft for the fnancial year		(5,140)	4,330
Total comprehensive income		(5,140)	4,330

Statement of Financial Position as at 31 March 2019

Statement of Financial Positionas at 31 March 2019
	Note	2019 SGD	2018 SGD
ASSETS
Current assets
Trade and other receivables	8	1,229	14,765
Cash and cash equivalents	9	2,057,855	2,063,993
		2,059,084	2,078,758
Total assets		2,059,084	2,078,758
LIABILITIES
Current liabilities	10	3,572	18,106
Other payables	7	91	91
Current income tax liabilities		3,663	18,197
Total liabilities		3,663	18,197
Net assets		2,055,421	2,060,561
EQUITY
Share capital	12	25,000	25,000
Retained earnings		2,030,421	2,035,561
Total equity		2,055,421	2,060,561

R S SOFTWARE (ASIA) PTE. LIMITED

Statement of Cash Flows for the financial year ended 31 March 2019

	Note	2019 SGD	2018 SGD
Cash fows from operating activities
Loss before income tax		(5,140)	(691)
Adjustment for:
Provision for unutilised leave		-	(2,229)
Operating cash fow before working capital changes		(5,140)	(2,920)
Changes in working capital:
Trade and other receivables		13,536	26,105
Other payables		(14,534)	5,081
Cash (used in)/generated from operations		(6,138)	28,266
Income tax refund		-	5,112
Net cash outfow from operating activities and net decrease in cash and cash equivalents held		(6,138)	33,378
Cash and cash equivalents at the beginning of fnancial year		2,063,993	2,030,615
Cash and cash equivalents at the end of fnancial year	9	2,057,855	2,063,993

Statement of Changes in Equity for the financial year ended 31 March 2019

	Share capital SGD	Retained earnings SGD	Total equity SGD
Balance at 1 April 2017	25,000	2,031,231	2,056,231
Total comprehensive income for the fnancial year	-	4,330	4,330
Balance at 31 March 2018	25,000	2,035,561	2,060,561
Balance at 1 April 2018	25,000	2,035,561	2,060,561
Total comprehensive income for the fnancialyear	-	(5,140)	(5,140)
Balance at 31 March 2019	25,000	2,030,421	2,055,421

172[|] Annual Report 2018-2019

RS Software (India) Limited[|] 173

R S SOFTWARE (ASIA) PTE. LIMITED

Notes to the Financial Statements for the financial year ended 31 March 2019

These notes form an integral part of and should be read in conjunction with the accompanying financial statements.

General information
The Company is incorporated and domiciled in Singapore. The address of its registered office is at 10 Anson Road, #12-14 International Plaza, Singapore 079903.

The principal activities of the Company are software consultancy, development and maintenance.

Significant accounting policies

2.1 Basis of preparation

These financial statements have been prepared in accordance with Singapore Financial Reporting Standards (“FRS”) under the historical cost convention, except as disclosed in the accounting policies below.

The preparation of financial statements in conformity with FRS requires management to exercise its judgement in the process of applying the Company’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.

On 1 April 2018, the Company adopted the new or amended FRS and Interpretations of FRS (“INT FRS”) that are mandatory for application for the financial year. Changes to the Company’s accounting policies have been made as required, in accordance with the transitional provisions in the respective FRS and INT FRS.

The adoption of these new or amended FRS and INT FRS did not result in substantial changes to the accounting policies of the Company and had no material effect on the amounts reported for the current or prior financial years.

2.2 New or revised accounting standards and interpretations issued but not yet effective

A number of new standards, amendments to standards and interpretations are issued but not yet effective for annual periods beginning 1 January 2018, and have not been applied in preparing these financial statements. The Company does not plan to early adopt these standards.

standards.
Reference	Title	Efective date (Annual periods beginning onorafter)
FRS 116	Leases	1January2019
INT FRS 123	Uncertainty over income tax	1January2019
Amendments to FRS 28	Investments in associates (Long term interests in associates and joint ventures)	1 January 2019
Amendments to FRS 19	Employee benefts (Plan amendments, curtailment or settlement)	1January2019
Amendments to FRS 109	Financial instruments (Prepayment features with negative compensation)	1January2019
Annual improvement 2018
FRS 103	Business combination (Previously held interest in a joint operation)	1January2019
FRS 111	Joint arrangement (Previously held interest in a joint operation)	1January2019
FRS 112	Income taxes (Income tax consequences of payments on fnancial instruments classifed as equity)	1 January 2019
FRS 23	Borrowing costs (Borrowing costs eligible for capitalisation)	1January2019
Amendments to FRS 103	Business Combinations (Defnition of a business)	1January2020
FRS 117	Insurance contracts	1January2021
FRS 110	Consolidated fnancial statement and FRS 28 Investment in associates and joint venture (Sale or contribution of assets between an investor and its associate or joint venture)	To be determined

The directors expect that the adoption of the standards above will have no material impact on the financial statements in the period of initial application.

R S SOFTWARE (ASIA) PTE. LIMITED

Notes to the Financial Statements for the financial year ended 31 March 2019

2.3 Revenue recognition

Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.

Revenue is recognised when the Company satisfies a performance obligation by transferring a promised good or service to the customer, which is when the customer obtains control of the good or service. A performance obligation may be satisfied at a point in time or over time. The amount of revenue recognised is the amount allocated to the satisfied performance obligation.

The Company provides staffing services based on service agreement.

Revenue is recognised in accordance with the approved deliverables specified in each work statement.

The amount of revenue recognised is based on the contractual price.

2.4 Financial assets

(a) Classification and measurement

The Company classifies its financial assets into the following measurement categories:

Amortised cost;
Fair value through other comprehensive income (FVOCI); and
Fair value through profit or loss (FVPL).
The classification depends on the Company’s business model for managing the financial assets as well as the contractual terms of

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

The Company reclassifies debt instruments when and only when its business model for managing those assets changes.

At initial recognition

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

At subsequent measurement

Debt instruments
Debt instruments mainly comprise of cash and cash equivalents, trade and other receivables, listed and unlisted debt securities.

There are three subsequent measurement categories, depending on the Company’s business model for managing the asset

Amortised cost: Debt instruments that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt instrument that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is included in interest income using the
FVOCI: Debt instruments that are held for collection of contractual cash flows and for sale, and where the assets’ cash flows represent solely payments of principal and interest, are classified as FVOCI. Movements in fair values are recognised in Other Comprehensive Income (OCI) and accumulated in fair value reserve, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which are recognised in profit and loss. When

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R S SOFTWARE (ASIA) PTE. LIMITED

Notes to the Financial Statements for the financial year ended 31 March 2019

the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and presented in “other gains and losses”. Interest income from these financial assets is recognised using the effective interest rate method and presented in “interest income”.

FVPL: Debt instruments that are held for trading as well as those that do not meet the criteria for classification as amortised cost or FVOCI are classified as FVPL. Movement in fair values and interest income is recognised in profit or loss in the period in which it arises and presented in “other gains and losses”.
Equity investments

The Company subsequently measures all its equity investments at their fair values. Equity investments are classified as FVPL with movements in their fair values recognised in profit or loss in the period in which the changes arise and presented in “other gains and losses”, except for those equity securities which are not held for trading. The Company has elected to recognise changes in fair value of equity securities not held for trading in other comprehensive income as these are strategic investments and the Company considers this to be more relevant. Movements in fair values of investments classified as FVOCI are presented as “fair value gains/losses” in Other Comprehensive Income. Dividends from equity investments are recognised in profit or loss as “dividend income”.

(b) Impairment

The Company assesses on a forward looking basis the expected credit losses associated with its debt financial assets carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivables, lease receivables and contract assets, the Company applies the simplified approach permitted by the FRS 109, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

(c) Recognition and derecognition

Regular way purchases and sales of financial assets are recognised on trade date – the date on which the Company commits to purchase or sell the asset.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.

On disposal of a debt instrument, the difference between the carrying amount and the sale proceeds is recognised in profit or loss. Any amount previously recognised in other comprehensive income relating to that asset is reclassified to profit or loss.

On disposal of an equity investment, the difference between the carrying amount and sales proceed is recognised in profit or loss if there was no election made to recognise fair value changes in other comprehensive income. If there was an election made, any difference between the carrying amount and sales proceed amount would be recognised in other comprehensive income and transferred to retained profits along with the amount previously recognised in other comprehensive income relating to that asset.

Trade receivables that are factored out to banks and other financial institutions with recourse to the Company are not derecognised until the recourse period has expired and the risks and rewards of the receivables have been fully transferred. The corresponding cash received from the financial institutions is recorded as borrowings.

2.5 Trade and other payables

Trade and other payables represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest method.

R S SOFTWARE (ASIA) PTE. LIMITED

Notes to the Financial Statements for the financial year ended 31 March 2019

2.6 Provisions for other liabilities and charges

Provisions for other liabilities and charges are recognised when the Company has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated.

2.7 Fair value estimation

The fair values of current financial assets and liabilities carried at amortised cost approximate their carrying amounts.

2.8 Income taxes

Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the reporting date.

Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.

A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised.

Deferred income tax is measured:

(i) at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the reporting date; and
(ii) based on the tax consequence that will follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amounts of its assets and liabilities except for investment properties. Investment property measured at fair value is presumed to be recovered entirely through sale.

Current and deferred income taxes are recognised as income or expense in profit or loss.

2.9 Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents include deposits with financial institutions which are subject to an insignificant risk of change in value.

2.10 Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.

2.11 Employee compensation

Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised as an asset.

(a) Defined contribution plans

Defined contribution plans are post-employment benefit plans under which the Company pays fixed contributions into separate entities such as the Central Provident Fund on a mandatory, contractual or voluntary basis. The Company has no further payment obligations once the contributions have been paid.

(b) Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

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R S SOFTWARE (ASIA) PTE. LIMITED

Notes to the Financial Statements for the financial year ended 31 March 2019

2.12 Currency translation

Functional and presentation currency

Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements are presented in Singapore Dollars, which is the functional currency of the Company.

Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

There are no critical accounting estimates and assumptions made by the Company concerning the future.

4. Revenue from contracts with customers

Disaggregration of revenue from contracts with customer

Disaggregration of revenue from contracts with customer
	2019 SGD	2018 SGD
Renderingof services	23,046	28,031
	23,046	28,031

All the sales are recognised at a point in time.

The Company has initially applied FRS 115 using the modified retrospective method. Under this method, the comparative information is not restated.

5. Employee compensation

5. Employee compensation
	2019 SGD	2018 SGD
Salaries and wages	11	93,074
	11	93,074

6. Other expenses

6. Other expenses
	2019 SGD	2018 SGD
Foreign exchange diferences (net)	-	4,768
Insurance	1,724	6,535
Professional fees	24,995	23,136
Others	1,456	1,209
	28,175	35,648

7. Income tax expense

(a) Income tax expense

(a) Income tax expense
	2019 SGD	2018 SGD
Tax expense attributable to proft is made up of:
- Current income tax	-	91
	-	91
Overprovision in respect ofprecedingfnancialyear	-	(5,112)
	-	(5,021)

R S SOFTWARE (ASIA) PTE. LIMITED

Notes to the Financial Statements for the financial year ended 31 March 2019

The tax expense on loss differs from the amount that would arise using the Singapore standard rate of income tax as follows:

	2019 SGD	2018 SGD
Loss before income tax	(5,140)	(691)
Tax calculated at a tax rate of 17%	(874)	(117)
Efects of:
- Tax incentives	-	(23)
- Expenses not deductible for taxpurposes	293	570
- Partial income tax exemption	-	(339)
- Deferred income tax assets not recognised	581	-
Tax charge	-	91

At the reporting date, the Company has unabsorbed tax losses estimated at SGD6,084 available for offsetting against any future taxable income subject to the provisions of tax legislation. The deferred income tax benefits have not been recognised in the financial statements as it is not probable that future taxable profit will be available against which the deductible temporary differences can be utilised.

(b) Movements in current income tax liabilities

(b) Movements in current income tax liabilities
	2019 SGD	2018 SGD
Beginning of fnancial year	91	-
Income tax refund	-	5,112
Tax expense onproft for current fnancialyear	-	91
Overprovision in respect ofprecedingfnancialyear	-	(5,112)
End of fnancial year	91	91

8. Trade and other receivables

8. Trade and other receivables
	2019 SGD	2018 SGD
Trade receivable	-	13,041
Other receivable	1,229	-
Prepaid operatingexpenses	-	1,724
	1,229	14,765

In the previous financial year, trade receivable is non-interest bearing and the credit period is 30 days (2018: 30 days). At the reporting date, the carrying amounts of trade and other receivables approximate their fair value. Trade and other receivables are denominated in Singapore Dollars.

9. Cash and cash equivalents

9. Cash and cash equivalents
	2019 SGD	2018 SGD
Bank balance	2,057,855	2,063,993
	2,057,855	2,063,993
At the reporting date, the carrying amounts of cash and cash equivalents approximate their fair value. Cash and cash equivalents are denominated in Singapore Dollars.

For the purposes of the statement of cash flows, the cash and cash equivalents comprised the following:

	2019 SGD	2018 SGD
Cash and cash equivalents(as above)	2,057,855	2,063,993
Cash and cash equivalents per statement of cash fows	2,057,855	2,063,993

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R S SOFTWARE (ASIA) PTE. LIMITED

10. Other payables

10. Other payables
	2019 SGD	2018 SGD
Other payables	-	7,057
Accrued operatingexpenses	3,572	11,049
	3,572	18,106

At the reporting date, the carrying amounts of other payables approximate their fair value. Other payables are denominated in Singapore Dollars.

11. Deferred income taxes

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when the deferred income taxes relate to the same fiscal authority.

Deferred income tax assets not recognised at the reporting date is as follows:

Deferred income tax assets not recognised at the reporting date is as follows:
	2019 SGD	2018 SGD
Unabsorbed tax losses	1,034	-
	1,034	-
12. Share capital
	2019 SGD	2018 SGD
25,000 ordinary shares issued and fully paid	25,000	25,000

All issued ordinary shares are fully paid. There is no par value for these ordinary shares.

Fully paid ordinary shares carry one vote per share and carry a right to dividends as and when declared by the Company.

13. Holding company

The holding company is R. S. Software (India) Limited, incorporated in India.

14. Financial risk management

The Company’s activities expose it to a variety of financial risk.

(i) Foreign currency risk

The Company has limited exposure to foreign currency risk arising from future commercial transactions, recognised assets and liabilities. The Company monitors the foreign currency exchange rates movements closely to ensure that their exposures are minimised.

(ii) Cash flow and fair value interest rate risk

Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market interest rates. As the Company has no significant interest-bearing assets or liabilities, the Company’s income is substantially independent of changes in market interest rates.

(iii) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company’s major classes of financial assets are bank deposits and trade and other receivables.

R S SOFTWARE (ASIA) PTE. LIMITED

(iv) Liquidity risk

The Company adopts prudent liquidity risk management by maintaining sufficient cash for the Company’s operations.

The table below analyses financial liabilities of the Company into relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant.

	Not later than 1 year SGD
At 31 March 2019
Otherpayables	3,572
	3,572
At 31 March 2018
Otherpayables	18,106
	18,106

(v) Capital risk

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or achieve an optimal capital structure, the Company may adjust the amount of dividend payment, return capital to shareholders, issue new shares, buy back issued shares, obtain new borrowings or sell assets to reduce borrowings.

The Company is not subject to any externally imposed capital requirements.

15. Authorisation of financial statements

These financial statements were authorised for issue in accordance with a resolution of the directors on 22 April 2019.

	2019 SGD	2018 SGD
REVENUE
Rendering of services	23,046	128,031
LESS: EXPENSES
Bank charges	6	209
Foreign exchange diferences (net)	-	4,768
Insurance	1,724	6,535
Printing and stationery	1,450	1,000
Professional fees	24,995	23,136
Provision for unutilised leave	-	(2,229)
Salaries and allowances	11	95,303
	28,186	128,722
Loss before income tax	(5,140)	(691)
Income tax expense	-	5,021
(Loss)/proft for the fnancial year	(5,140)	4,330

For trade receivables, the Company adopts the policy of dealing only with customers of appropriate credit standing and history, and obtaining sufficient security where appropriate to mitigate credit risk. For other financial assets, the Company adopts the policy of dealing with financial institutions and other counterparties with high credit ratings.

Credit exposure to an individual customer is restricted by the credit limit approved by the management. Customers’ payment profile and credit exposure are continuously monitored by the management and directors.

There is no significant concentration of credit risk.

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PAYPERMINT PVT. LIMITED

Independent Auditor’s Report

To

The Members of

M/s. Paypermint Pvt. Limited

Report on the standalone Financial Statements

Opinion

We have audited the accompanying Standalone financial statements of M/s. Paypermint Pvt. Limited (“the Company”) which comprises the Balance Sheet as at 31 March, 2019, the Statement of Profit and Loss, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (India Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March, 2019, of loss, (including other Comprehensive Income) Statement of Changes in Equity and its cash flows for the year ended on that date.

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. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements 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 standalone 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 ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibility of Management for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the Ind AS and accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act, 2013 read with relevant rules issued thereunder and other Accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Those Board of Directors are also responsible for overseeing the company’s financial reporting process

Auditor’s Responsibility for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether

PAYPERMINT PVT. LIMITED

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

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 Standalone Financial Statements, 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 controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s 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 Company 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 interim consolidated financial statements 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 Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and

whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Reports on Other Legal and Regulatory Requirements

(i) As required by the Companies (Auditors Report) order, 2016 (the Order) issued by the Central Governance of India in terms of section 143 (11) of the Act we give in the Annexure A, a Statement on the matters specified in paragraph 3 and 4 of the order
(ii) As required by Section 143(3) of the Act, we report that :
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income, the Cash Flow Statement and statement of changes in equity dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act of the Act, read with the relevant rules issued there under.
(e) On the basis of the written representations received from the directors as on 31st March, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, the company is

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PAYPERMINT PVT. LIMITED

not required to have internal financial control in place vide MCA notification dated 13 June, 2017 (G.S.R 583-E), hence not required to be commented upon.

iii. There are no amount which are required to be transferred, to the Investors Education and Protection Fund by the Company during the year.
(g) With respect to the other matters to be includes in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us :

i. The Company does not have any pending litigations For Chaturvedi & Company which would impact its financial position in its Chartered Accountants financial statements; (Firm Reg. No. 302137E) ii. The Company does not have any long term contracts Nilima Joshi including derivation contract for which there are any Dated : 30 April, 2019 Partner material foreseeable losses.; Place : Kolkata Mem. No. 52122

i. The Company does not have any pending litigations which would impact its financial position in its financial statements;

PAYPERMINT PVT. LIMITED

Annexure A to the Auditors’ Report

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended 31 March, 2019, we report that

  - (vii) (a)  According to information and explanation given to us and as per the records of the Company examined by us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund (being deposited in PF account of the holding Company), employees’ state insurance, income-tax, sales tax, service tax, duty of custom, duty of excise, value added tax, goods & service tax, cess and other statutory dues applicable to it except some delay in deposit of GST. No statutory dues were outstanding, as at 31st March 2019 for a period of more than six months from the date they became payable.

i. (a) The Company has generally maintained proper records of all tangible assets showing full particulars including quantitative details except location thereof
(b) As explained by the Management, all the assets have been physically verified by the management during the yearend which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, does not own any immovable property.
ii. The Company is a service company, primarily rendering software services. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable to the Company.
(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax and other material statutory dues were outstanding, as at 31st March 2019 on account of any dispute.
iii. (a) On the basis of examination of records and according to the information and explanation given to us, we report that the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 1956
(viii) The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, paragraph 3(viii) of the Order is not applicable.
(b) As the Company has not given any loans, clause iii(a), iii(b) and clause iii(c) of paragraph 3 of ‘the order’ are not applicable.
(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable.
(iv) On the basis of examination of records and according to information and explanation given to us, the Company has not granted any loans, investments, guarantee and security to any person falling under section 185 of the companies act, 2013
(x) According to the information and explanation given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.
(v) The Company has not accepted any deposits and therefore the directives issued by the Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the companies act 2013 and the rules formed thereunder are not applicable to the company
(xi) According to information and explanation given to us and as per the records of the Company examined by us, no Managerial remuneration is required to be paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act. Hence clause (xi) of the order is not applicable.
(vi) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the services rendered by the Company.
(xii) In our opinion and according to the information and

184[|] Annual Report 2018-2019

RS Software (India) Limited[|] 185

PAYPERMINT PVT. LIMITED

explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) According the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
(xv) According to the information and explanations given to us and the records of the Company examined by us, the Company

has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Chaturvedi & Company Chartered Accountants (Firm Reg. No. 302137E)

Nilima Joshi Dated : 30 April, 2019 Partner Place : Kolkata Mem. No. 52122

PAYPERMINT PVT. LIMITED

Balance sheet as at 31 March, 2019

Balance sheetas at 31 March, 2019	Balance sheetas at 31 March, 2019
		Hin Lac
Particular	Notes	As at 31 March, 2019	As at 31 March, 2018
ASSETS
NON CURRENT ASSETS
a PROPERTY PLANT & EQUIPMENT
i) PROPERTY PLANT & EQUIPMENT	3	9.07	13.67
ii) INTANGIBLE ASSETS	3	596.74	697.63
b FINANCIAL ASSETS
i) OTHER FINANCIAL ASSET	4	15.00	1217.46
c DEFERRED TAX ASSETS (Net)	5	223.37	134.09
d OTHER NON CURRENT ASSETS	6	113.86	103.55
CURRENT ASSETS
a FINANCIAL ASSETS
i) INVESTMENT	7	764.74	-
ii) TRADE RECEIVABLES	8	0.12	-
iii) CASH & CASH EQUIVALENTS	9	2.29	0.41
iv) OTHER FINANCIAL ASSET	10	2.27	0.00
b OTHER CURRENT ASSETS	11	1.03	-
TOTAL ASSETS		1,728.48	2,166.81
EQUITY AND LIABILITIES :
EQUITY
a EQUITY SHARE CAPITAL	12	960.00	960.00
b OTHER EQUITY	13	693.74	1175.25
LIABILITIES
NON CURRENT LIABILITIES
a PROVISIONS	20	23.62
CURRENT LIABILITIES
a FINANCIAL LIABILITIES
i) TRADE PAYABLES	14	17.08	20.85
b OTHER CURRENT LIABILITIES	15	34.04	10.71
TOTAL		1,728.48	2166.81
Signifcant Accounting Policies and Notes on Accounts	1 to 27

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.

FOR CHATURVEDI & COMPANY

On behalf of the Board

Chartered Accountants

(Reg. No : 313105E)

Sd/-

NILIMA JOSHI Partner M. No. 5 M. No. 52122

Sd/Sd/R R JAIN R RAMARAJ Director Director DIN:00122942 DIN:00090279

Dated : 30 April, 2019 Place : Kolkata

186[|] Annual Report 2018-2019

RS Software (India) Limited[|] 187

PAYPERMINT PVT. LIMITED

Statement of Profit and Loss for the year ended 31 March, 2019

Statement of Proft and Lossfor the year ended 31 March, 2019	Statement of Proft and Lossfor the year ended 31 March, 2019	Statement of Proft and Lossfor the year ended 31 March, 2019
			Hin Lac
Particular		Notes	Year ended 31 March, 2019	Year ended 31 March, 2018
I	REVENUE FROM OPERATIONS	16	4.12	0.04
II	OTHER INCOME	17	66.74	1.26
III	TOTAL REVENUE		70.85	1.30
IV	EXPENSES :
	EMPLOYEE BENEFIT EXPENSES	18	413.84	343.34
	DEPRECIATION & AMORTISATION	3	109.12	15.32
	OPERATION AND OTHER EXPENSES	19	118.68	39.50
V	TOTAL EXPENSE		641.64	398.16
VI	PROFIT BEFORE TAX :		(570.79)	(396.85)
VII	TAX EXPENSES (III - V)
	CURRENT TAX
	DEFERRED TAX		(89.28)	(84.09)
VIII	PROFIT & LOSS FROM CONTINUOUS OPERATIONS : (VI - VII)		(481.51)	(312.76)
	OTHER COMPREHENSIVE INCOME
	Iitems which will not be classifed into proft or loss		-	-
	TOTAL Comprehensive Income		-	-
	PROFIT FOR THE YEAR :		(481.51)	(312.76)
	EARNING PER EQUITY SHARE :
	BASIC	26	(5.02)	(3.26)
	DILLUTED	26	(5.02)	(3.26)
	Signifcant Accounting Policies and Notes on Accounts	1 to 27

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.

On behalf of the Board

FOR CHATURVEDI & COMPANY

Chartered Accountants (Reg. No : 313105E)

Sd/Sd/Sd/NILIMA JOSHI R R JAIN R RAMARAJ Partner Director Director M. No. 5 M. No. 52122 DIN:00122942 DIN:00090279

Dated : 30 April, 2019 Place : Kolkata

PAYPERMINT PVT. LIMITED

Cash Flow Statement for the year ended 31 March, 2019

Cash Flow Statementfor the year ended 31 March, 2019
	Hin Lac
Particular	As at 31 March, 2019	As at 31 March, 2018
CASH FLOW STATEMENT
A CASH FLOW FROM OPERATING ACTIVITIES:
NET PROFIT BEFORE TAX	(570.79)	(396.85)
ADJUSTMENT FOR :
DEPRECIATION	109.12	15.32
PROFIT ON SALE OF INVESTMENT	(31.83)	-
FOREIGN EXCHANGE DIFFERENCES	0.26	-
PROVISION FOR GRATUITY, LEAVE ENCASHMENT	23.62	(19.10)
INTEREST RECEIVED	(2.27)	-
PROFIT ON REVALUATION ON INVESTMENT	(32.90)	-
EMPLOYEES EXPENSES AMORTIZATION & DEFFERED TAXATION		84.09
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES	(504.79)	(316.54)
ADJUSTMENT FOR :
TRADE AND OTHER RECEIVABLES	(10.43)	5.22
LOANS AND ADVANCES AND OTHER ASSETS	(3.30)	84.09
TRADE PAYABLES & OTHER LIABILITIES	19.57	(525.26)
NET CASH FROM OPERATING ACTIVITIES	(498.95)	(752.49)
B CASH FLOW FROM INVESTMENT ACTIVITIES :
PURCHASE OF FIXED ASSETS	(3.63)	1,398.03
INTEREST RECEIVED	2.27	-
PROFIT ON SALE OF INVESTMENT	31.83	-
INVESTMENT MADE DURING THE YEAR	470.36	(1,217.46)
NET CASH FROM INVESTMENT ACTIVITIES	500.83	180.57
C CASH FLOW FROM FINANCE ACTIVITIES:
PROCEEDS FROM SHARE CAPITAL	-	160.00
NET INCREASE /DECREASE IN CASH AND CASH EQUIVALENTS (A+B+C)	1.88	(411.92)
OPENING CASH AND CASH EQUIVALENTS	0.41	412.33
CLOSING CASH AND CASH EQUIVALENTS	2.29	0.41

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.

On behalf of the Board

FOR CHATURVEDI & COMPANY

Chartered Accountants (Reg. No : 313105E) Sd/Sd/Sd/NILIMA JOSHI R R JAIN R RAMARAJ Partner Director Director M. No. 5 M. No. 52122 DIN:00122942 DIN:00090279

Dated : 30 April, 2019 Place : Kolkata

188[|] Annual Report 2018-2019

RS Software (India) Limited[|] 189

PAYPERMINT PVT. LIMITED

Statement of Change in Equity for the year ended 31 March, 2019

			Hin Lac
Particulars	Reserve and Surplus		Total equity attributable to equity holders of the Company
	Securities premium reserve	Retained earnings
EquityShare Capital
Balance as of 1 April, 2018			960.00
Changes in equityforyear ended MAR 31,2019			-
Balance as of Mar 31, 2019			960.00
Other Equity
Balance as of 1 April, 2018	1,600.00	(424.75)	1,175.25
Changes in equityfor theyear ended
Changes duringtheyear		(481.51)	(481.51)
Balance as at 31 Mar,2019	1,600.00	(906.26)	693.74

Statement of Change in Equity for the year ended 31 March, 2018

			Hin Lac
Particulars	Reserve and Surplus		Total equity attributable to equity holders of the Company
	Securities premium reserve	Retained earnings
EquityShare Capital
Balance as of 1 April, 2017	-	-	960.00
Changes in equityforyear ended MAR 31,2018
Balance as of Mar 31, 2018	-	-	960.00
Other Equity
Balance as of 1 April, 2017	-	(111.95)	(111.96)
Changes in equityfor theyear ended
Changes duringtheyear	1,600.00	(312.76)	1,287.24
Balance as at 31 Marst,2018	1,600.00	(424.71)	1,175.28

*This Statement forms a integral part of Standalone Financial Statement

FOR CHATURVEDI & COMPANY CHATURVEDI & COMPANY On behalf of the Board Chartered Accountants (Reg. No : 313105E) Sd/Sd/Sd/NILIMA JOSHI R R JAIN R RAMARAJ Partner Director Director M. No. 5 M. No. 52122 DIN:00122942 DIN:00090279

FOR CHATURVEDI & COMPANY CHATURVEDI & COMPANY

Dated : 30 April, 2019 Place : Kolkata

Notes on accounts for the year ended 31 March, 2019

1.1 Corporate Information

Paypermint has focused exclusively on providing software solution to electronic payment industries since its inception. The company is engaged in development, testing and maintenance of software for its clients based in different geographies. The company operates in US, UK and India.

The Financial Statement are approved for issue by the company's Board of Directors on 30th April, 2019.

1.2 Basis of preparation of Financial Statement

These financial statements are prepared in accordance with Indian Accounting Standard (Ins AS), under the historical cost convention on the actual basis except for the certain financial instruments which are measured at fair values, the provisions of the companies Act,2013 ('the Act') (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are precribed under section 133 of the Act read with Rule 3 of the companies (Indian Accounting Standards) Rules,2015 and relevant amendment rules issued there after.

1.3 Use of Estimates & Judgements

2 Critical Accounting Estimate

a. Useful lives of property, plant and equipment

The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods.

b Valuation of deferred tax assets

The Company reviews the carrying amount of deferred tax assets at the end of each reporting period. The policy for the same has been explained under Note 2(M).

c Provisions and contingent liabilities

d Revenue Recognition

Revenue is realized on time-and-material basis or Fixed Bid or Milestone as specified in the work order. Revenue from software

190[|] Annual Report 2018-2019

RS Software (India) Limited[|] 191

Notes on accounts for the year ended 31 March, 2019

development on time and material basis is recognized based on Service rendered (software developed) and billed to clients as per the terms of specific contracts. Revenue from Fixed Bid contract is recognized on monthly basis as per contract terms. Revenue from Milestone base contract is being recognized based on effort given during the period but the Invoice is sent to customer when the milestone is achieved as per contract. Value Added tax in UK is not included in the income from Software development.

Arrangements with customers for software related services are either on a fixed-price, fixed-timeframe or on a time-and-material basis.

Notes on accounts for the year ended 31 March, 2019

e Cost recognition

Costs and expenses are recognized when incurred and have been classified according to their primary nature.

f Property, Plant & Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation (other than freehold land) and impairment loss, if any.

Property, plant and equipment individually costing H5,000 or less which are not capitalised except when they are part of a larger capital investment programmed.

The estimated useful lives are as mentioned below:

PLANT AND EQUIPMENT 3 years/6 years

Depreciation on fixed assets is provided using the straight-line method on the basis of use full life of assets under schedule II of the Indian Companies Act, 2013.

g Intangible assets
Intangible assets purchased are measured at cost or fair value as of the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any.

The estimated useful lives are as mentioned below:

COMPUTER SOFTWARE & LICENCES 7 Years

h Investments

Investments, which are readily realizable and intended to be held for not more than one year from the date of investment made are classified as Current Investments. All investments other than long term investments are classified as non-current investments. Investment are valued accordance with the applicable Ind AS .

i Cash and Cash Equivalent

Cash and cash Equivalent includes Cash on hand, Demand Draft or Cheques on hand, Demand Deposit with Banks, other short term highly liquid investments.
j Spares and Consumables (Computers spares accessories and stationery re charged to revenue in the year they are purchased.)
k Cash Flows are reported using the indirect methodwhereby profit for the period is adjustedfor the effectsof transactions of non cash nature,any deferrals ,accrualsof past and futureoperating cash receipts and payments associated with investing and financing cash flows. Cash from operating,investing and financing activities are segregated.

l Employee Benefits

Contribution of Employers share to Employees’ Provident Fund and ESI are worked on accrual basis and charged to Profit & Loss Account. The Company also provides for Gratuity and Leave Encashment based on actuarial valuation made by an independent actuary as per IAS 19 Compliance of The Institute of Chartered Accountants of India, Actuarial gains and losses are recognised in full in the Statement of Profit & Loss account for the period in which they occur.

192[|] Annual Report 2018-2019

RS Software (India) Limited[|] 193

Notes on accounts for the year ended 31 March, 2019

m Income Tax

Current Income tax expense comprise taxes on income from operation in India and in foreign jurisdiction. Income tax payable in India is determination in accordance with the provision of I. Tax Act 1961. Tax expense relating to foreign operation is determined in operator is determined in accordance with the laws applicable in accordance with tax laws applicable in countries where such operations are domiciled.

Deferred income tax asset are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised.

Notes on accounts for the year ended 31 March, 2019

initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, that are not at fair value through profit or loss, are added to the fair value on initial recognition. Regular way purchase and sale of financial assets are accounted for at trade date.

iii) Financial assets at fair value through Profit & Loss

o Impairment of Assets

Expected Credit Loss: As per Ind AS 109, the company uses expected credit loss model to assess to impairment of loss or gain.The company uses provision metrics to compute expected credit loss allowances.For Trade receivables and unbilled revenue, the provision metrics takes into account available external & internal credit risk factors such as delay risk & default risk.

p Earnings per share

The effect on adoption of Ind AS 12 Appendix C would be insignificant in the standalone financial statements.

n Financial instruments

i) Initial recognition

ii) Financial assets at amortised cost

194[|] Annual Report 2018-2019

RS Software (India) Limited[|] 195

Notes on accounts for the year ended 31 March, 2019

3. PROPERTY PLANT AND EQUIPMENT as on 31st of 31 March, 2019


3. PROPERTY PLANT AND EQUIPMENTas on 31st of 31 Marc				h, 2019						Hin Lac
Particular	GROSS CARRYING AMOUNT				ACCUMULATED DEPRECIATION & AMO			RTISATION	NET CA AMO	RRYING UNT
	As on 1st of APRIL18	ADDITIONS	DED/ADJ	AS AT MAR 31,2019	As on 1st of APRIL18	ADDITIONS	DED/ADJ	AS AT MAR 31,2019	AS AT MAR 31,2019	AS ON 31st MARCH 18
PLANT & EQUIPMENT	23.89	3.63	-	27.52	10.22	8.23		18.45	9.07	13.67
TOTAL (a)	23.89	3.63	-	27.52	10.22	8.23	-	18.45	9.07	13.67
OTHER INTANGIBLE ASSETS
COMPUTER SOFTWARE	706.19	-	-	706.19	8.56	100.89	-	109.45	596.74	697.63
TOTAL (b)	706.19	-	-	706.19	8.56	100.89	-	109.45	596.74	697.63
TOTAL (a+b)	730.08	3.63	-	733.71	18.78	109.12	-	127.90	605.81	711.30


3. PROPERTY PLANT AND EQUIPMENTas on 31st of 31 March, 2018										Hin Lac
Particular		GROSS CARRY	ING AMOUNT		ACCUMULA	TED DEPRECI	ATION & AMO	RTISATION	NET CA AMO	RRYING UNT
	As on 1st of APRIL17	ADDITIONS	DED/ADJ	AS AT MAR 31,2018	As on 1st of APRIL17	ADDITIONS	DED/ADJ	AS AT MAR 31,2018	AS AT MAR 31,2018	AS ON 31st MARCH 17
PLANT & EQUIPMENT	19.91	3.98	-	23.89	3.47	6.75		10.22	13.67	16.44
TOTAL (a)	19.91	3.98	-	23.89	3.47	6.75	-	10.22	13.67	16.44
OTHER INTANGIBLE ASSETS
COMPUTER SOFTWARE	-	706.19	-	706.19	-	8.56	-	8.56	697.63	-
TOTAL (b)	-	706.19	-	706.19	-	8.56	-	8.56	697.63	-
TOTAL (a+b)	19.91	710.17	-	730.08	3.47	15.31	-	18.78	711.30	16.44

4. OTHER FINANCIAL ASSET Hin Lac	4. OTHER FINANCIAL ASSET Hin Lac	4. OTHER FINANCIAL ASSET Hin Lac
	31 March, 2019	31 March, 2018
- FD (HDFC Bank) (More Than 12 months)	15.00	1217.46
5. DEFERRED TAX ASSETS (NET) Hin Lac
	31 March, 2019	31 March, 2018
A) Deferred tax liabilty (PPE & intangible assets dep adj)	(59.11)	(41.95)
B) Deferred tax asset (otherprov accrued employee benefts)	282.48	176.04
Net Deferred Tax Assets /(NET)	223.37	134.09

Notes on accounts for the year ended 31 March, 2019

Notes on accountsfor the year ended 31 March, 2019	Notes on accountsfor the year ended 31 March, 2019	Notes on accountsfor the year ended 31 March, 2019
DEFERRED TAX LIABILITY CALULATION: Hin Lac
	31 March, 2019	31 March, 2018
Deferred Tax Liability
Tax Rate	26.00	30.90
WDV Diference closing FIXED ASSETS	2,27,35,862.59	1,35,74,702.00
Asset as per Companies Act	6,32,78,410.04	7,11,29,406.00
	-	-
Asset as per Income Tax	4,05,42,547.45	5,75,54,704.00
Closing Temporary Diference	2,27,35,862.59	1,35,74,702.00
Closing Balance DTL	59,11,324.27	41,94,582.92
Deferred Tax Asset
Tax Rate	26.00	30.90
LTCG Tax Rate	20.80	20.60
Opening TD	-	-
Loss on business	9,79,10,709.18	5,69,69,764.44
Long Term Capital Loss
Provision for Gratuity & Leave
Originating TD	9,79,10,709.18	5,69,69,764.44
Closing TD	9,79,10,709.18	5,69,69,764.44
ClosingBalance DTA	2,82,48,302.84	1,76,03,657.21
Net Deferred Tax Assets/(Liability)	2,23,36,978.57	1,34,09,074.00

6. OTHER NON CURRENT ASSETS


6. OTHER NON CURRENT ASSETS			Hin Lac
			31 March, 2019	31 March, 2018
Balances with govt. Authorities			113.86	103.55
(Unsecured & consideredgoods)
			113.86	103.55
7 . CURRENT INVESTMENT			Hin Lac
	No. of unit	31 March, 2019	No. of unit		31 March, 2018
KOTAK LOW DURATION DIRECT GROWTH	5,025.30	119.45			-
Kotak Bond scheme plan A - Direct Plan - Growth
L and T short term direct fund	17,64,155.88	323.94			-
Reliance Quarterly Interval Fund-Direct Growth Plan	12,43,608.32	321.34			-
(Aggregate amount of investment as on 31 Mar, 2019 H764.74 Lac)		764.74			-

(Aggregate amount of investment as on 31 Mar, 2019 H 764.74 Lac)

196[|] Annual Report 2018-2019

RS Software (India) Limited[|] 197

Notes on accounts for the year ended 31 March, 2019

8. TRADE RECEIVABLES


8. TRADE RECEIVABLES	Hin Lac
	31 March, 2019	31 March, 2018
Sundry Parties
Secured:	-	-
Unsecured:	0.12	-
	0.12	-

9. CASH AND BANK BALANCE


9. CASH AND BANK BALANCE Hin Lac
	31 March, 2019	31 March, 2018
BALANCE WITH BANK :
SCHEDULED BANKS
- in Current Account (HDFC Bank)	2.29	0.41
	2.29	0.41

10. OTHER FINANCIAL ASSETS


10. OTHER FINANCIAL ASSETS Hin Lac
	31 March, 2019	31 March, 2018
Interest accrued on FD	2.27	-
	2.27	-

11. OTHER CURRENT ASSET

11. OTHER CURRENT ASSET Hin Lac	11. OTHER CURRENT ASSET Hin Lac	11. OTHER CURRENT ASSET Hin Lac
	31 March, 2019	31 March, 2018
Supplier pre paid expenses
Advance others	1.03	-
	1.03	-

12. EQUITY SHARE CAPITAL


12. EQUITY SHARE CAPITAL	Hin Lac
	31 March, 2019	31 March, 2018
a The AUTHORISED CAPITAL is :
1,00,00,000.00 EQUITY SHARE OFH10/- EACH	1,000.00	1,000.00
	1,000.00	1,000.00
b ISSUED SUBSCRIBED AND PAID-UP-FULLY CALLED AND PAID UP
96,00,000.00 EQUITY SHARE OFH10/- EACH	960.00	960.00
	960.00	960.00

The company has only one class of Shares referred to as equity share having a par value of H10/- at the beginning of the year. Each holder of equity share is entitled to one vote per share.

RS Software (India) Ltd is holding 76 lac equity shares (79.17%holding) of H10/each.

Notes on accounts for the year ended 31 March, 2019

Notes on accountsfor the year ended 31 March, 2019	Notes on accountsfor the year ended 31 March, 2019	Notes on accountsfor the year ended 31 March, 2019
			Hin Lac
Equity Share	No. of Share	31 March, 2019	No. of Share	31 March, 2018
c. Reconciliation of the number of shares outstanding at the beginning and at the end of the			reporting year
Number of shares at the beginning	96,00,000.00	960.00	80,00,000.00	800.00
9600000 Equity SHARES (Includes1600000 equity shares as Right Issue) atH10Per share	-	-	16,00,000.00	160.00
	96,00,000.00	960.00	96,00,000.00	960.00
d. SHAREHOLDER HOLDING MORE THAN 5% OF THE SHARE as on MAR 31st, 2018
Mr. Rajnit Rai Jain
1990000 Equity shares ofH10 each)
RS Software(India) Ltd
7600000 Equity shares ofH10 each)

13. OTHER EQUITY (STATEMENT OF CHANGES IN EQUITY- NOTE ATTACHED)


13. OTHER EQUITY (STATEMENT OF CHANGES IN EQUITY- NOTE ATTACHED)	Hin Lac
	31 March, 2019	31 March, 2018
SECURITIES PREMIUM(160000 equity shares of PremiumH100 each)	1,600.00	1,600.00
SURPLUS IN STATEMENT OF PROFIT AND LOSS ACCOUNT
Balance at the beginning of the year	(424.75)	(111.96)
Add : Net Proft/(Loss) after tax from Statement of Proft and Loss	(481.51)	(312.76)
	(906.26)	(424.75)

ClosingBalance	(906.26)	1,175.25
	693.74	1,175.25
14. TRADE PAYABLE (SHORT TERM)	Hin Lac
	31 March, 2019	31 March, 2018
MSME Vendors:	-	-
Other than MSME Vendors:	17.08	20.85
	17.08	20.85
15. OTHER CURRENT LIABILITIES	Hin Lac
	31 March, 2019	31 March, 2018
SALARY PAYABLE	18.34	1.74
STATUTORY LIABILITY includingPF, TDS, ESI etc.	15.70	8.98
	34.04	10.72
16. REVENUE FROM OPERATION	Hin Lac
	31 March, 2019	31 March, 2018
COMMISSION INCOME ON SALES	4.12	-
Domestic Income from Software Services	-	0.04
	4.12	0.04

198[|] Annual Report 2018-2019

RS Software (India) Limited[|] 199

Notes on accounts for the year ended 31 March, 2019

17. OTHER INCOME


17. OTHER INCOME Hin Lac
	31 March, 2019	31 March, 2018
Proft On Sale of Mutual Fund	31.83	-
Proft on Revaluation Of Investment	32.90	-
Income Due To FOREX Fluctuation	(0.26)	-
Interest Received from Bank Fixed Deposit	2.27	1.26
	66.74	1.26
18. EMPLOYEE BENEFIT EXPENSES Hin Lac
	31 March, 2019	31 March, 2018
Salary Wages And Bonus	355.31	324.05
Contribution to PF And Other Funds	32.58	19.10
Staf Welfare Expenses	25.95	0.20
	413.84	343.34

Payment in respect of PF and Professional Tax of the Company employees is being made to the PF and Professional Tax Account of the Parent Company RS Software(india) Ltd and also the Group gratuity of the holding company.

19. OPERATION AND OTHER EXPENSES


19. OPERATION AND OTHER EXPENSES Hin Lac
	31 March, 2019	31 March, 2018
Travelling	2.29	1.59
Conveyance	1.04	2.07
Staf Welfare	0.02	0.01
Communication	18.28	1.09
Printing and Stationery	0.81	0.29
Repairs - Machinery	22.57	13.39
Auditors' Remuneration	0.67	0.38
Legal/Professional Fee	48.34	9.47
Recruitment & Relocation Expenses	0.45	0.61
Business Promotion	19.34	10.57
Advertisement	1.07	-
Bank Changes	3.82	0.04
	118.68	39.50
20. AUDITOR'S REMUNERATION Hin Lac
	31 March, 2019	31 March, 2018
Statutory audit	0.40	0.38
Other certifcation	0.27	-
	0.67	0.38

There is no Impairment of assets during the year ended as on 31 Mar, 2019.

In respect of GST which are non cenvatable or non refundable the same amount is being charged to respective expense account.

21. EMPLOYEE BENEFIT PROVISIONS


21. EMPLOYEE BENEFIT PROVISIONS Hin Lac
	31 March, 2019	31 March, 2018
Provision for Leave Encashment in Proft and Loss statement	2.84	-
Provision for Gratuityin Proft and Loss statement	20.77	-
	23.62	-

Notes on accounts for the year ended 31 March, 2019

RELATED PARTY TRANSACTION

RELATED PARTY TRANSACTION	RELATED PARTY TRANSACTION	RELATED PARTY TRANSACTION
22. ENTERPRISES OF WHICH CONTROL EXISTS: Hin Lac
HOLDING COMPANY	' % of holding	Country of Incorporation
R S SOFTWARE INDIA LTD	79%	INDIA
PERSON WITH SIGNIFICANT INFLUENCE
RAJNIT RAI JAIN	21%
KEY MANAGEMENT PERSONNEL
RAJNIT RAI JAIN(DIRECTOR)
RAM RAJ(DIRECTOR)
23 DISCLOSURE OF TRANSACTIONS BETWEEN THE COMPANY AND RELATED PARTIES AND THE STATUS OF OUTSTANDING BALANCE i. With Holding Company Hin Lac
Particulars	31 March, 2019	31 March, 2018
Reimbursement of Cost of services incurred on behalf of Subsidiary including margin on actual cost thereon .
RS Software India Ltd	155.86	826.88
Maximum balance outstanding during the year
Reimbursement of expenses payable
RS Software India Ltd	56.38	13.13

23 DISCLOSURE OF TRANSACTIONS BETWEEN THE COMPANY AND RELATED PARTIES AND THE STATUS OF OUTSTANDING BALANCES

The Company is primarily engaged in the rendering services to digital payment gateway industries These cannot be expressed in any generic units. Hence it is not possible to give the quantities details of sales.
Segment Reporting is not applicable as company has no geographical as well as product wise and operating segments

26. 1 PER EQUITY SHARE AS PER IND AS 33 :


26. 1 PER EQUITY SHARE AS PER IND AS 33 : Hin Lac
Particulars	31 March, 2019	31 March, 2018
PROFIT & LOSS FROM CONTINUOUS OPERATIONS :	(481.51)	(312.76)
ISSUED SUBSCRIBED AND PAID-UP-FULLY CALLED AND PAID UP	960.00	960.00
BASIC	(5.02)	(3.26)
DILLUTED	(5.02)	(3.26)

Figures reported in H lac and rounded off to nearest rupee

On behalf of the Board

FOR CHATURVEDI & COMPANY

Chartered Accountants

(Reg. No : 313105E)

Sd/NILIMA JOSHI Partner M. No. 5 M. No. 52122 Dated : 30 April, 2019 Place : Kolkata

Sd/Sd/R R JAIN R RAMARAJ Director Director DIN:00122942 DIN:00090279

200[|] Annual Report 2018-2019

RS Software (India) Limited[|] 201

Notes on accounts for the year ended 31 March, 2019

ACTUARIAL VALUATION DISCLOSURE (PAYPERMINT)

ACTUARIAL VALUATION DISCLOSURE (PAYPERMINT)
PARTICULARS	2019	2019	2,018	2,018
	GRATUITY	LEAVE ENCASHMENT	GRATUITY	LEAVE ENCASHMENT
1) EXPENSE RECOGNISED IN THE INCOME STATEMENT
Current Service Cost
as on 31/03/2019	2,47,361.00	63,456.00
Past Service Cost	18,29,910.00	2,20,881.00
2) Net Asset
Funded Status
Present value of Defned Beneft Obligation	20,77,271.00	2,84,337.00
Fair value ofplan assets
Funded status [Surplus/(Defcit)]	(20,77,271.00)	(2,84,337.00)
Efect of balance sheet asset limit
Unrecognised Past Service Costs
Present value of Defned Beneft Obligation
Net asset/(liability) recognised in balance sheet	(20,77,271.00)	(2,84,337.00)
Net asset/(liability) recognised in balance sheet at beginning ofperiod	-	-
Expense recognised in Income Statement	20,77,271.00	2,84,337.00
Expense recognised in Other Comprehensive Income	-
Employer contributions	-	-
Net Acquisitions/Business Combinations
Net asset/(liability) recognised in balance sheet at end of the period	(20,77,271.00)	(2,84,337.00)
3) Change in Defned Beneft Obligations (DBO)
Present Value of DBO at beginningofperiod	-	-
Current Service cost	2,47,361.00	63,456.00
Interest cost	-	-
Curtailment cost/(credit)
Settlement cost/(credit)
Employee contribution
Past Service Cost	18,29,910.00	2,20,881.00
Beneftspaid	-	-
Present Value of DBO at the end ofperiod	20,77,271.00	2,84,337.00
4) Change in Fair Value of Assets
5) Actuarial Assumptions
Financial Assumptions
Discount Rate	0.08	0.08
Rate of increase in salaries	0.03	0.03
Demographic Assumptions
MortalityRate (% of IALM 06-08)	1.00	1.00
Normal Retirement Age	58years	58years
Attrition Rates, based on age (%p.a.) FOR ALL AGES	2.00	2.00

Independent Auditor’s Report

To

The Members of

M/s. R S Software (India) Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying Consolidated financial statements of M/s. R S Software (India) Limited (“the Company”) and its subsidiaries M/s. Responsive Solutions Inc., R. S. Software (Asia) Pte. Ltd and Paypermint Pvt. Limited (the Company and its subsidiaries together referred to as “the Group”), which comprise the Consolidated Balance Sheet as at 31 March, 2019, and the Consolidated Statement of Profit and Loss (including other Comprehensive Income) the Consolidated Statement of Changes in Equity and the Consolidated Cash Flows Statement for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (hereinafter referred to as “the consolidated financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of their consolidated state of affairs of the Company as at 31 March, 2019, of Consolidated Loss and (including other Comprehensive Income) Consolidated Changes in Equity and its Consolidated Cash Flows for the year the ended.

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. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements 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 Act, 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 we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters :

Key audit matters (KAM) are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion of these matters.

202[|] Annual Report 2018-2019

RS Software (India) Limited[|] 203

Description of Key Audit Matters

Sr. No	Key Audit Matter	How are audit addressed the Key Audit Matter
1	The Company has adopted Ind AS 115 “Revenue from Contracts with Customers” the new accounting Standard. The application of revenue recognition accounting Standard is complex and involved a number of Key judgements and estimates and is the focus area of audit. It involves the analysis of Customer Contracts (which includes identifcation and review of distinct performance obligations in the contract and determination of its Transaction price in relation with the performance obligation and the basis used to recognise revenue.	Our audit procedure in recognition of revenue consisted of internal controls testing and substantive testing as follows- a. Evaluated the design of internal controls relating to implementation of this new revenue accounting standard. b. Selected samples of existing and new contracts and gathered related information used in recording and disclosing revenue in accordance with this revenue accounting standard. c. Thereafter tested the operating efectiveness of the internal control, relating to identifcation of the distinct performance obligations and determination of transaction price. We carried out a combination of procedures involving enquiry and observation, and inspection of evidence in respect of operation of these controls. d. Selected existing and new Contract on sample basis for performing the following procedures 1. Reviewed the particulars of the sales Orders/ agreements (i.e distinct performance obligations, nature of work, transaction price including other Terms and Conditions). 2. Compared the Actual Performance Obligations with agreed performance obligations and revenue booking based on performance obligations achieved/rendered. 3. Reviewed the terms of the contracts in relation to ‘transaction price’ including any variable consideration and tested that revenue booking corresponds to the same. 4. In respect of revenue recorded for time and material and fxed price monthly contracts samples were tested using a combination of approved time sheets customer acceptances & subsequent invoicing and existing trend of collections. 5. In respect of revenue recorded for fxed price development contract and fxed time frame contract samples were tested to check the performance and obligation using the percentage of completion method based on Managements estimate of the Contract cost. 6. Performed Analytical Procedures for reasonableness and disclosures of revenue by type and service oferings including the revenue separated by type and service oferings.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Directors Report including Annexures to Directors’ Report, Report on Corporate Governance but does not include the Consolidated Financial Statements and our auditors’ report thereon. The Management Discussion and Analysis, Directors’ Report including Annexures to Directors’ Report and Report on Corporate Governance are expected to be made available to us after the date of this auditor’s report.

Our opinion on the Consolidated Financial Statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Consolidated Financial Statements or out knowledge obtained in the audit or otherwise appears to be materially misstated.

Responsibility of Management and Those charged with Governance for the Consolidated Financial Statementss

The Holding Company’s Board of Directors is responsible for the preparation and presentation of these Consolidated Financial Statements in term of the requirements of the Act, that give a true and fair view of the consolidated financial position, Consolidated Financial performance and Consolidated Cash Flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act. 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 the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgements 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 financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the

consolidated financial statements by the Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group and of its associates and jointly controlled entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management 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 including in the Group are responsible for overseeing the financial reporting process of the Group.

Auditor’s Responsibility for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements 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

Paragraph 40(b) of this SA explains that the shaded material below can be located in an Appendix to the auditor’s report. Paragraph 40(c) explains that when law, regulation or the applicable auditing standards expressly permit, reference can be made to a website of an appropriate authority that contains the description of the auditor’s responsibilities, rather than including this material in the auditor’s report, provided that the description on the website addresses, and is not inconsistent with the description of the auditor’s responsibilities below.

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

Identify and assess the risks of material misstatement of the interim Consolidated Financial Statements, 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.

204[|] Annual Report 2018-2019

RS Software (India) Limited[|] 205

• Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management’s 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 interim consolidated financial statements 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 interim consolidated financial statements, including the disclosures, and whether the interim consolidated financial statements 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 or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by other auditor’s 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.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial statements 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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the interim consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

We did not audit the financial statement of M/s. Responsive Solutions Inc, M/s. R. S. Software (Asia) Pte. Ltd and M/s. Paypermint Pvt. Ltd. (the subsidiaries) whose financial statements reflect total assets (net) of H3622.36 Lac as at 31st March, 2019 and total revenue of H501.92 Lac and net decrease in Cash Flows amounting to H56.82 Lacs for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management. The audit reports of two foreign subsidiaries namely M/s. Responsive Solutions Inc and M/s. R. S. Software (Asia) Pte. Ltd have been prepared under generally accepted auditing standards of their respective countries and has been provided to us by the company and the audited Financial Statements has been converted by the management of the holding Company to accounting principles generally accepted in India for the purpose of preparation of the Companies Consolidated Ind AS financial statements under accounting principles generally accepted in India. Our opinion in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the reports of the other auditors.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, 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 statements certified by the Management.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of subsection (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

As required by Section 143(3) of the Act, we report that :

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the Consolidated Financial Statement.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and report on other auditors.
i. The group does not have any pending litigations which would impact its financial position in its financial statements.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including other Comprehensive Income) Consolidated Statement of Changes in Equity and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the books.
ii. The group does not have any long term contracts including derivative contract for which there are any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the holding Company.
d) In our opinion, the aforesaid Consolidated standalone financial statements comply with the IndAs specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors of the Company as on 31st March, 2019 taken on record by the Board of Directors of the Company and report of the Statutory Auditors of the Subsidiary incorporated in India none of the directors of the Group Companies incorporated in India are disqualified as on 31 March, 2019 from being appointed as a director in terms of section 164(2) of the Act.

the Statutory Auditors of the Subsidiary incorporated in India For DEOKI BIJAY & Co. none of the directors of the Group Companies incorporated Chartered Accountants in India are disqualified as on 31 March, 2019 from being Firm Regn. No : 313105E appointed as a director in terms of section 164(2) of the Act. CA D.N. AGRAWAL f) With respect to the adequacy of the internal financial controls Dated : 30 April, 2019 Partner over financial reporting of the group Company and the Place : Kolkata Memb No. 51157

206[|] Annual Report 2018-2019

RS Software (India) Limited[|] 207

Annexure A to the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

We have audited the internal financial controls over financial reporting of RS SOFTWARE (INDIA) LIMITED (‘the Company’) as on 31st March, 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. (Two Companies of the group which have been incorporated outside India and one subsidiary incorporated in India have been exempted from reporting requirement under section 143(3)(i) and vide MCA notification G.S.R 583-E dated 13 June, 2017 respectively hence reporting requirement under section 143(3)((i) are similar to the comments in the auditors report in Annexure-B of the auditors report on Standalone Financial Statement of the Company).

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operative effectiveness.

Our audit of internal Financial Controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in responsible detail, accurately and fairy reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are records as necessary to permit preparation of financial statements in accordance with authorizations of the Management and directors of the Company; and (3) provide reasonable assurance regarding prevention or

timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and nor be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future period are subject to the risk that the internal financial control over financial reporting may become inadequate because of change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting

and such internal financial controls over financial reporting were operating effectively as at 31st March, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For DEOKI BIJAY & Co.

Chartered Accountants Firm Regn. No : 313105E

CA D.N. AGRAWAL

Dated : 30 April, 2019 Partner Place : Kolkata Memb No. 51157

208[|] Annual Report 2018-2019

RS Software (India) Limited[|] 209

Consolidated Balance sheet as at 31 March, 2019

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

Pte. Ltd and Paypermint Pvt LTD	Pte. Ltd and Paypermint Pvt LTD
		Hin Lac
Particular	Notes	As at 31 March, 2019	As at 31 March, 2018
ASSETS
NON CURRENT ASSETS
A) PROPERTY PLANT & EQUIPMENT
(ii) PROPERTY PLANT & EQUIPMENT	3	409.78	493.52
(ii) OTHER INTANGIBLE ASSETS	3	773.07	829.68
(iii) INTANGIBLE ASSETS UNDER DEVELOPMENT	3	623.94	20.24
B) FINANCIAL ASSETS
(i) INVESTMENTS	4	347.27	719.90
(ii) LOANS	5	1,300.00	1,300.00
(iii) OTHER FINANCIAL ASSET	6	1,094.72	1,823.11
(iV) DEFERRED TAX ASSETS (Net)	7	2,872.91	2,191.67
(V) OTHER NON CURRENT ASSETS	8	1,122.50	1,036.44
C) CURRENT ASSETS
FINANCIAL ASSETS
(i) INVESTMENT	9	4,188.97	5,666.10
(ii) TRADE RECEIVABLES	10	615.29	1,004.64
(iii) CASH & CASH EQUIVALENTS	11	1,742.98	2,965.70
(iv) OTHER BANK BALANCES	11	407.10	600.27
(v) OTHER FINANCIAL ASSETS	12	496.87	385.30
(VI) OTHER CURRENT ASSETS	13	1,504.17	1,309.07
TOTAL ASSETS		17,499.56	20,345.65
EQUITY AND LIABILITIES :
A) EQUITY
(i) EQUITYSHARE CAPITAL	14	1285.42	1285.42
(ii) OTHER EQUITY	15	14961.79	17504.95
(iii) NON CONTROLLING INTEREST	16	10.48	109.19
B) LIABILITIES
1 NON CURRENT LIABILITIES
PROVISIONS	17	253.95	298.52
2 CURRENT LIABILITIES
FINANCIAL LIABILITIES
(i) SHORT TERM ADVANCES	18
(ii) TRADE PAYABLES	18	447.07	938.25
(iii) OTHER FINANCIAL LIABILITIES	19	56.58	59.16
OTHER CURRENT LIABILITIES	20	453.21	132.73
PROVISIONS	21	31.07	17.42
TOTAL LIABILITIES		17499.56	20345.65
Signifcant Accounting Policies and Notes on Accounts	1 to 41

The notes referred to above form an integral part of the consolidated financial statement.

This is the consolidated financial statement referred to in our report of even date.

On behalf of the Board

For DEOKI BIJAY & CO

Chartered accountants

(Reg. No : 313105E)

Sd/-

Sd/Sd/-

CA D.N. Agrawal V. Surana S.K Jain R.R. Jain Partner CFO & Company Secretary Director Chairman & Managing Director M. No. 51157 M. No: 11559 DIN: 00047474 DIN : 00122942

Consolidated Statement of Profit and Loss for the year ended 31 March, 2019

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

Asia Pte. Ltd and Paypermint Pvt LTD	Asia Pte. Ltd and Paypermint Pvt LTD	Asia Pte. Ltd and Paypermint Pvt LTD
			Hin Lac
Particular		Notes	Year ended 31 March, 2019	Year ended 31 March, 2018
I	REVENUE FROM OPERATIONS	23	6,539.27	6,342.92
II	OTHER INCOME	24	644.14	855.04
III	TOTAL REVENUE		7,183.41	7,197.96
IV	EXPENSES :
	PURCHASES OF STOCK IN TRADE	25	789.21	90.78
	EMPLOYEE BENEFIT EXPENSES	26	6,671.47	7,389.33
	SUBCONTRACTOR EXPENSES		637.14	848.71
	FINANCE COST	28	28.32	3.75
	DEPRECIATION		330.15	224.15
	OPERATION AND OTHER EXPENSES	29	2,182.96	2,529.44
	NON CONTROLLING INTEREST		(100.31)	(62.82)
	TOTAL EXPENSES		10,538.93	11,023.33
V	PROFIT/(LOSS) BEFORE EXCEPTIONAL ITEMS & TAX :	(III - IV)	(3,355.51)	(3,825.37)
VI	TAX EXPENSES
	CURRENT TAX		42.14	28.42
	DEFERRED TAX		(681.24)	(1,210.13)
VII	PROFIT (LOSS) FOR THE YEAR FROM CONTUNUING OPERATIONS		(2,716.41)	(2,643.66)
	ATTRIBUTABLE TO :
	SHAREHOLDERS' OF THE COMPANY		(2,616.10)	(2,580.84)
	NON CONTROLLING INTEREST		(100.31)	(62.82)
	COMPREHENSIVE INCOME
	ITEMS WHICH WILL NOT BE CLASSIFIED INTO P&L RELATING TO ACTUARIAL GAIN/LOSS		(4.07)	(12.81)
VIII	TOTAL OTHER COMPREHENSIVE INCOME		(4.07)	(12.81)
IX	PROFIT/(LOSS) FOR THE YEAR AFTER OTHER COMPREHENSIVE INCOME :	(V - VI)	(2,720.48)	(2,656.47)
	ATTRIBUTABLE TO:
	SHAREHOLDERS OF THE COMPANY		(2,616.10)	(2,593.65)
	NON CONTROLLING INTEREST		(100.31)	(62.82)
X	EARNING PER EQUITY SHARE (FOR CONTINUING OPERATION) :
	BASIC	34	(10.57)	(10.28)
	DILLUTED	34	(10.57)	(10.28)
	Signifcant Accounting Policies and Notes on Accounts	1 to 41

The notes referred to above form an integral part of the consolidated financial statement.

This is the consolidated financial statement referred to in our report of even date.

For DEOKI BIJAY & CO On behalf of the Board Chartered accountants (Reg. No : 313105E) Sd/Sd/Sd/-

Sd/-

CA D.N. Agrawal V. Surana S.K Jain R.R. Jain Partner CFO & Company Secretary Director Chairman & Managing Director M. No. 51157 M. No: 11559 DIN: 00047474 DIN : 00122942 Dated : 30 April, 2019 Place : Kolkata

Dated : 30 April, 2019 Place : Kolkata

210[|] Annual Report 2018-2019

RS Software (India) Limited[|] 211

Consolidated Cash Flow Statement for the year ended 31 March, 2019

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

Asia Pte. Ltd and Paypermint Pvt LTD	Asia Pte. Ltd and Paypermint Pvt LTD	Asia Pte. Ltd and Paypermint Pvt LTD
Hin Lac
Particular	As at 31 March, 2019	As at 31 March, 2018
CASH FLOW STATEMENT
A CASH FLOW FROM OPERATING ACTIVITIES:
NET PROFIT BEFORE TAX	(3,359.58)	(3,825.37)
ADJUSTMENT FOR :
DEPRECIATION	330.15	224.15
INTERESTPAID	28.32	3.75
FOREIGN EXCHANGE FLUCTUATION RESERVE	177.31	87.16
PROVISION FOR GRATUITY, LEAVE ENCASHMENT	35.00	73.96
INTEREST RECEIVED	(644.14)	(855.04)
EMPLOYEES EXPENSES AMORTIZATION	(79.58)	977.71
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES	(3,512.52)	(3,313.69)
ADJUSTMENT FOR :
TRADE AND OTHER RECEIVABLES	277.79	(840.24)
LOANS AND ADVANCES AND OTHER ASSETS	447.23	713.82
TRADE PAYABLES & OTHER LIABILITIES(INCLUDES AMORTISATION)	(159.63)	(220.72)
NET CASH FROM OPERATING ACTIVITIES	(2,947.13)	(3,660.82)
B CASH FLOW FROM INVESTMENT ACTIVITIES :
PURCHASE OF PROPERTY PLANT & EQUIPMENT	(793.50)	(320.58)
INTEREST RECEIVED	567.60	965.51
INVESTMENT MADE DURING THE YEAR	1,926.30	3,682.84
NET CASH FROM INVESTMENT ACTIVITIES	1,700.40	4,327.77
C CASH FLOW FROM FINANCE ACTIVITIES:
PROCEEDS FROM SHARE APPLICATION/ MinorityInterest	(98.71)	-
INTEREST PAID	(28.32)	(3.75)
DIVIDEND AND DIVIDEND TAX PAID	(42.14)	-
PAYMENT OF CSR FUND	-	-
NET CASH FROM FINANCING ACTIVITIES	(169.17)	(3.75)
NET INCREASE /DECREASE IN CASH AND CASH EQUIVALENTS (A+B+C)	(1,415.90)	663.20
OPENING CASH AND CASH EQUIVALENTS	3,565.97	4,120.24
CLOSING CASH AND CASH EQUIVALENTS	2,150.07	4,783.45

The notes referred to above form an integral part of the consolidated financial statement.

This is the consolidated financial statement referred to in our report of even date.

For DEOKI BIJAY & CO On behalf of the Board

Chartered accountants (Reg. No : 313105E)

Sd/-

Sd/Sd/Sd/-

CA D.N. Agrawal

V. Surana S.K Jain R.R. Jain

Partner CFO & Company Secretary Director Chairman & Managing Director M. No. 51157 M. No: 11559 DIN: 00047474 DIN : 00122942 Dated : 30 April, 2019 Place : Kolkata

Total equity attributable to equity holders of the Company		1285.42	0.00	1285.42		17504.95		177.31	(2720.48)	14961.79	Total equity attributable to equity holders of the Company		1285.42	0.00	1285.42		20077.01		84.44	(2656.47)	17504.98
Other items of other comprehensive income						(158.51)		0.00	(4.07)	(162.58)	Other items of other comprehensive income						(145.70)		0.00	(12.81)	(158.51)
Equity Instruments through other comprehensive income						0.00		0.00	0.00	0.00	Equity Instruments through other comprehensive income						0.00		0.00	0.00	0.00
Unrealised Proft on Subsidiary Transaction						(71.34)		0.00	0.00	(71.34)	Unrealised Proft on Subsidiary Transaction						(70.49)		0.00	0.00	(70.49)
Capital Reserve						56.68		0.00	0.00	56.68	Capital Reserve						56.68		0.00	0.00	56.68
PREFERENCE SHARE REDEMPTION RESERVE						255.31		0.00	0.00	255.31	PREFERENCE SHARE REDEMPTION RESERVE						255.31		0.00	0.00	255.31
Share Forfeiture Reserve						43.50		0.00	0.00	43.50	Share Forfeiture Reserve						43.50		0.00	0.00	43.50
Inter Branch Foreign Fluctuation Reserve						708.95		177.31	0.00	886.26	Inter Branch Foreign Fluctuation Reserve						624.17		84.44	0.00	708.61
CSR FUND Reserve						118.15		0.00	0.00	118.15	CSR FUND Reserve						118.15		0.00	0.00	118.15
Retained earnings						13965.83		0.00	(2716.41)	11249.42	Retained earnings						16609.01		0.00	(2643.66)	13965.35
Securities premium reserve						2586.38		0.00	0.00	2586.38	Securities premium reserve						2586.38		0.00	0.00	2586.38
Particulars	Equity	Balance as of 1 April, 2018	Changes in equity for year ended MAR 31,2019	Balance as of Mar 31, 2019	Other Equity	Balance as of 1 April, 2018	Changes in equity for the year ended 31 Mar,2019	Changes due Inter Branch Foreign Fluctuation Account	Changes during the year	Balance as of MAR 31,2019	Particulars	Equity	Balance as of 1 April, 2018	Changes in equity for year ended MAR 31,2019	Balance as of Mar 31, 2019	Other Equity	Balance as of 1 April, 2018	Changes in equity for the year ended 31 Mar,2019	Changes due Inter Branch Foreign Fluctuation Account	Changes during the year	Balance as of MAR 31, 2019

212[|] Annual Report 2018-2019

RS Software (India) Limited[|] 213

Consolidated Notes on accounts for the year ended 31 March, 2019

1. Corporate Information

The Financial Statement are approved for issue by the company's Board of Directors on 30 April, 2019.

Significant Accounting Policies

Use of Estimates & Judgements

2 Critical Accounting Estimate

a. Useful lives of property, plant and equipment

The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods.

b Valuation of deferred tax assets

The Company reviews the carrying amount of deferred tax assets at the end of each reporting period. The policy for the same has been explained under Note 2(M).

c Provisions and contingent liabilities

d Revenue Recognition

Consolidated Notes on accounts for the year ended 31 March, 2019

the terms of specific contracts. Revenue from Fixed Bid contract is recognized on monthly basis as per contract terms. Revenue from Milestone base contract is being recognized based on effort given during the period but the Invoice is sent to customer when the milestone is achieved as per contract. Value Added tax in UK is not included in the income from Software development.

Revenue from subsidiaries is recognised based on transaction price which is at arm's length.

Interest income has been booked as per effective interest method."

The Company presents revenues net of indirect taxes in its Statement of Profit & loss.

Arrangements with customers for software related services are either on a fixed-price, fixed-timeframe or on a time-and-material basis.

214[|] Annual Report 2018-2019

RS Software (India) Limited[|] 215

Consolidated Notes on accounts for the year ended 31 March, 2019

e Cost recognition

Costs and expenses are recognized when incurred and have been classified according to their primary nature.

f Property ,Plant & Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation (other than freehold land) and impairment loss, if any.

Property, plant and equipment individually costing H5,000 or less which are not capitalised except when they are part of a larger capital investment programmed.

The estimated useful lives are as mentioned below:

The estimated useful lives are as mentioned below:
BUILDING	60 Years
PLANT AND EQUIPMENT	3 years/6 years
FURNITURE AND FIXTURES	10 Years
VEHICLES	8 years
OFFICE EQUIPMENT	5 Years
AIR CONDITIONER	15 Years
ELECTRICAL INSTALLATIONS	10 Years

Depreciation on fixed assets is provided using the straight-line method on the basis of use full life of assets under schedule II of the Indian Companies Act, 2013.

g Intangible assets

Intangible assets purchased are measured at cost or fair value as of the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any.

Intangible assets/Software Licenses are amortized on there respective individual estimated useful lives on a straight line basis , commencing from the date the assets is available to the company for its use.

The estimated useful lives are as mentioned below:

COMPUTER SOFTWARE & LICENCES 6 Years

Depreciation is not recorded on Intangible Asset under Development until construction and installation are complete and the asset is ready for its intended use.

h Investments

Investments, which are readily realizable and intended to be held for not more than one year from the date of investment made are classified as Current Investments. All investments other than long term investments are classified as non-current investments. Investment are valued accordance with the applicable Ind AS .

Consolidated Notes on accounts for the year ended 31 March, 2019

i Cash and Cash Equivalent

Cash and cash Equivalent includes Cash on hand, Demand Draft or Cheques on hand, Demand Deposit with Banks, other short term highly liquid investments.

j Foreign Currency Translation

Foreign Currency Transactions are recorded at exchange rate prevailing at the closing of the month for respective months. Exchange difference arising on settlement was included in Profit & Loss Account till the accounts ended 30 September ‘2008. Foreign unit is considered as non-integral and the foreign exchange difference is transferred to “Inter Branch Foreign Fluctuation Reserve Account”. Revenue items of the Foreign Branch are converted in equivalent Indian Rupees at the buying rate prevailing at the end of the month. Assets and Liabilities of the Foreign Branch are converted in equivalent Indian rupees at the applicable rate prevailing at the end of the year. The effect of exchange rate fluctuation in respect of fixed assets is adjusted with the cost of the respective assets. Investment in subsidiary Company is being valued at carrying cost adjusted by any non-temporary decline in their value according to the requirements of statute.
k Spares and Consumables (Computers spares accessories and stationery re charged to revenue in the year they are purchased.)
l Cash Flows are reported using the indirect methodwhereby profit for the period is adjustedfor the effectsof transactions of non cash nature,any deferrals ,accrualsof past and futureoperating cash receipts and payments associated with investing and financing cash flows. Cash from operating,investing and financing activities are segregated.

m Employee Benefits

Contribution of Employers share to Employees’ Provident Fund and ESI are worked on accrual basis and charged to Profit & Loss Account. The Company also provides for Gratuity and Leave Encashment based on actuarial valuation made by an independent actuary as per IAS 19 Compliance of The Institute of Chartered Accountants of India, Actuarial gains and losses are recognised in full in the other comprehensive income for the period in which they occur.

n Income Tax

Current Income tax expense comprise taxes on income from operation in India and in foreign jurisdiction. Income tax payable in India is determination in accordance with the provision of I. Tax Act 1961. Tax expense relating to foreign operation is determined in operator is determined in accordance with the laws applicable in accordance with tax laws applicable in countries where such operations are domiciled.

o Financial instruments

216[|] Annual Report 2018-2019

RS Software (India) Limited[|] 217

Consolidated Notes on accounts for the year ended 31 March, 2019

Initial recognition

i) The company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are recognized at fair value on initial recognition, except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, that are not at fair value through profit or loss, are added to the fair value on initial recognition. Regular way purchase and sale of financial assets are accounted for at trade date.

ii) Financial assets at amortised cost

The company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are recognized at fair value on initial recognition, except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, that are not at fair value through profit or loss, are added to the fair value on initial recognition. Regular way purchase and sale of financial assets are accounted for at trade date.

iii) Financial assets at fair value through other comprehensive income

"Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

iv) Financial assets at fair value through Profit & Loss

Financial assets are measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in profit or loss.

v) Investment in subsidiaries

Investment in subsidiaries are measured at cost

vi) Derecognition of financial instruments

p Asset taken on Lease

q Impairment of Assets

Property, plant and equipment are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable. When a review for impairment is conducted, the recoverable amount is assessed by reference to the net present value of expected future post-tax cash flows of the relevant cash generating unit or fair value less cost to sell, whichever is higher. The discount rate is applied, based upon the weighted average cost of capital with appropriate adjustments for the risks associated with the relevant business. Any impairment in value is charged to the Income Statement in the year, which it occurs.

Consolidated Notes on accounts for the year ended 31 March, 2019

r Segment Reporting

s Earnings per share

"Basic earning per share is calculated by dividing the net profit or Loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

t Recent Indian Accounting Standard (Ind AS)

The effect on adoption of Ind AS 12 Appendix C would be insignificant in the standalone financial statements

The effective date for adoption of Ind AS 116 is annual periods beginning on or after 1 April, 2019

The amendments require an entity:

to use updated assumptions to determine current service cost and net interest for the remainder of the period after a plan amendment, curtailment or settlement; and
to recognise in profit or loss as part of past service cost, or a gain or loss on settlement, any reduction in a surplus, even if that surplus was not previously recognised because of the impact of the asset ceiling.

Effective date for application of this amendment is annual period beginning on or after 1 April, 2019. The Company does not have any impact on account of this amendment.

218[|] Annual Report 2018-2019

RS Software (India) Limited[|] 219

Consolidated Notes on accounts for the year ended 31 March, 2019

3. PROPERTY PLANT AND EQUIPMENT


3. PROPERTY PLANT AND EQUIPMENT										Hin Lac
Particular	GROSS CARRYING AMOUNT				ACCUMULATED DEPRECIATION & AMO			RTISATION	NET CA AMO	RRYING UNT
	As on 1st of April18	Additions	Ded/Adj	As at 31 Mar, 2019	As on 1st of April 18	Additions	Ded/Adj	As at 31 Mar, 2019	As at 31 Mar, 2019	As on 31 Mar, 2018
LAND	7.76	0.00	0.00	7.76	0.00	0.00	0.00	0.00	7.76	7.76
BUILDING	105.37	0.00	0.00	105.37	8.20	4.07	0.00	12.27	93.10	97.17
PLANT & EQUIPMENT	420.32	92.36	19.99	492.69	226.66	99.46	3.20	322.92	169.77	193.66
OFFICE EQUIPMENT	96.53	3.36	0.64	99.25	56.68	20.58	0.64	76.62	22.63	39.85
AIR CONDITIONER	63.72	0.89	0.30	64.31	11.20	6.00	0.31	16.89	47.42	52.52
ELECTRICAL INSTALLATIONS	64.55	0.00	0.00	64.55	48.66	7.98	0.00	56.64	7.91	15.89
FURNITURE & FITTINGS	158.80	0.00	1.65	157.15	76.75	21.31	1.66	96.40	60.75	82.04
MOTOR VEHICLES	16.14	0.00	0.00	16.14	11.52	4.18	0.00	15.70	0.44	4.62
TOTAL (I)	933.19	96.62	22.58	1007.23	439.67	163.58	5.81	597.44	409.78	493.52
OTHER INTANGIBLE ASSETS
COMPUTER SOFTWARE	1080.40	20.83	62.83	1038.40	179.37	166.57	80.61	265.33	773.07	829.68
TOTAL (II)	1080.40	20.83	62.83	1038.40	179.37	166.57	80.61	265.33	773.07	829.68
TOTAL (I+II))	2013.59	117.45	85.41	2045.63	619.04	330.15	86.42	862.77	1182.85	1323.20
INTANGIBLE ASSET UNDER DEVELOPMENT	20.24	603.70	0	623.94	0	0.00	0	0.00	623.94	20.24

										Hin Lac
Particular		GROSS CARRY	ING AMOUNT		ACCUMULA	TED DEPRECI	ATION & AMO	RTISATION	NET CA AMO	RRYING UNT
	As on1st of April 17	ADDITIONS	DED/ADJ	As at 31 Mar,2018	As on April 17	ADDITIONS	DED/ADJ	As at 31 Mar,2018	As at 31 Mar,2018	As on 31 Mar 2017
LAND	7.76	0.00	0.00	7.76	0.00	0.00	0.00	0.00	7.76	7.76
BUILDING	105.37	0.00	0.00	105.37	4.09	4.11	0.00	8.20	97.17	101.28
PLANT & EQUIPMENT	354.02	66.30	0.00	420.32	160.26	59.65	0.00	219.91	200.41	175.80
OFFICE EQUIPMENT	95.17	1.98	0.62	96.53	32.82	31.17	0.57	63.42	33.11	62.34
AIR CONDITIONER	62.86	1.00	0.14	63.72	5.58	5.62	0.00	11.20	52.52	57.28
ELECTRICAL INSTALLATIONS	64.55	0.00	0.00	64.55	37.11	11.55	0.00	48.66	15.89	27.44
FURNITURE & FITTINGS	143.70	15.10	0.00	158.80	53.43	23.32	0.00	76.75	82.05	90.14
MOTOR VEHICLES	16.19	0.00	0.05	16.14	5.81	5.76	0.04	11.53	4.62	10.39
TOTAL (I)	849.62	84.38	0.81	933.19	299.10	141.18	0.61	439.67	493.53	532.43
OTHER INTANGIBLE ASSETS
COMPUTER SOFTWARE	339.54	740.86	0.00	1080.40	96.34	154.37	0.00	250.71	829.69	261.18
TOTAL (II)	339.54	740.86	0.00	1080.40	96.34	154.37	0.00	250.71	829.69	261.18
TOTAL (I+II))	1189.16	825.24	0.81	2013.59	395.44	295.55	0.61	690.38	1323.22	793.61

1) Land includes Leasehold land amounting to H458,694/-. The lease expires in year 2086.
2) Building of Sector V has been taken on lease which expires on 30 April,2022, but as per the terms of agreement the is further extendable for 3 years
3) The Aggregate Depreciation has been included under depreciation and amortisation Expense in the statement of Profit and loss.

Consolidated Notes on accounts for the year ended 31 March, 2019

4. NON-CURRENT INVESTMENTS

4. NON-CURRENT INVESTMENTS	4. NON-CURRENT INVESTMENTS	4. NON-CURRENT INVESTMENTS	4. NON-CURRENT INVESTMENTS	4. NON-CURRENT INVESTMENTS	4. NON-CURRENT INVESTMENTS
(Others - unquoted) Hin Lac
	31 March, 2019		31 March, 2018
	No. of unit	Hin Lac	No. of unit		Hin Lac
In Mutual Fund -(AT FMV through Proft & LOSS)
RELIANCE FIXED HORIZON FUND - XXXIII - SERIES 9 - DIRECT GROWTH PLAN (VXAGG)	3000000	347.27	30,00,000.00		395.97
Reliance Fixed Horizon Fund - XXV- series 9- Growth plan			30,00,000.00		323.93
(Aggregate amount of investment as on Mar 31, 2019H347.27 Lac) (As on 31 March, 2018H719.9 Lac)
		347.27			719.90
5. LOANS Hin Lac
		31 March, 2019		31 March, 2018
Advance to R S EmployeeWelfareTrust		1,300.00		1,300.00
		1,300.00		1,300.00
6. OTHER FINANCIAL ASSETS Hin Lac
		31 March, 2019		31 March, 2018
HDFC Bank (FD)		15.00		1217.46

FD ON LIEN (original Maturity more than 12 Months) with
ICICI Bank		18.31
Allahabad Bank*		9.40
Axis Bank		7.49
Yes Bank		370.82
Interest Accrued on R S EMPLOYEE WELFARE TRUST		643.55		541.17
Interest Accrued on Fixed Deposits		30.14		64.48
		1094.72		1823.11
7. DEFERRED TAX ASSETS (NET) Hin Lac
		31 March, 2019		31 March, 2018
Deferred tax Assets /- (NET)
A) Deferred Tax Liabilty On A/C Of Temporary Diferences(Deppreciation On Property, Plant & Equipment)		(59.11)		(43.35)
B) Deferred Tax Asset On A/C Of Temporary Diferences (Other Provs Accrued Employee Benefts & Unused Business Tax Credit Losses)		2932.02		2235.01
NET DEFERRED TAX ASSETS (Net)		2872.91		2191.67

INTANGIBLE ASSETS UNDER DEVELOPMENT	31 March, 2019	31 March, 2018	31 March, 2017
ERP implementation	0.00	-	0.00
NPCI EFRM	623.94	20.24	20.24
TOTAL	623.94	20.24	20.24

220[|] Annual Report 2018-2019

RS Software (India) Limited[|] 221

Consolidated Notes on accounts for the year ended 31 March, 2019

7. DEFERRED TAX ASSETS (NET) (Contd.)

H in Lac

Deferred Tax Liability Calulation:

Deferred Tax Liability Calulation:
	31 March, 2019	31 March, 2018
Tax Rate	26.00	30.90
WDV Diference closing FIXED ASSETS	1,81,38,989.36	1,40,29,246.16
Asset as per Companies Act	12,09,24,139.56	13,94,52,933.20
	-	-
Asset as per Income Tax	10,27,85,150.20	12,54,23,687.04
Closing Temporary Diference	1,81,38,989.36	1,40,29,246.16
Closing Balance DTL	47,16,137.23	43,35,037.06
Deferred Tax Asset
Tax Rate	26.00	30.90
LTCG Tax Rate	20.80	20.60
Opening TD	-	-
Loss on business	99,27,77,426.74	68,31,63,505.48
Long Term Capital Loss	-	1,36,70,994.47
Provision for Gratuity & Leave	2,61,39,946.00	3,10,28,462.00
Originating TD	1,01,89,17,372.74	72,78,62,961.95
Closing TD	1,01,89,17,372.74	72,78,62,961.95
ClosingBalance DTA	29,20,07,010.20	22,35,01,542.81
Net Deferred Tax Assets/(Liability)	28,72,90,872.97	21,91,66,505.46

"*The company has recognised deferred tax assets based on the estimations of profits in future years considering the probability that sufficient taxable profits will be available against which the unused tax losses/credits can be utilised before such unused tax losses/credits expire.Further a large portion of such tax losses has resulted from R&D activities under taken by the company for development of new products which are unlikely to recurr. The said estimations is based on the order book in pipe line of the company.

The carried forward losses of the company are H23.43 Cr, H36.36 Cr, H29.69 Cr which expire on 31st March, 2025, 31st March, 2026 & 31st March, 2027 respectively."

8. OTHER NON CURRENT ASSETS


8. OTHER NON CURRENT ASSETS Hin Lac
	31 March, 2019	31 March, 2018
(Unsecured and Considered good)
ADVANCES
(Recoverable in cash or in kind or for value to be received)
Prepaid expenses	1.70	108.12
Deposits	69.39	69.39
Advance taxes (net of provisions)	545.72	473.58
Balances withgovt. Authorities	505.70	385.36
	1122.50	1036.44

Consolidated Notes on accounts for the year ended 31 March, 2019

9. CURRENT INVESTMENT


9. CURRENT INVESTMENT			Hin Lac
	No. of unit	31 March, 2019	No. of unit	31 March, 2018
DSP BlackRock Strategic Bond Fund -	0	-	2099112	267.49
HDFC Floating Rate Income fund ST plan	0	-	99287	30.14
ICICI Prudential Flexible Income Plan - Direct Plan- Growth			0	-
IDFC Dynamic Bond fund growth - Direct Plan	0	-	558620	120.71
L and T short term direct fund: Paypermint	1764156	323.94	NIL	-
JM High Liquidity Fund (Direct) - DDO	198982	101.86	NIL
Kotak Bond (Short Term) - Direct Plan - Growth	92399	33.70	92399	31.11
Kotak Bond scheme plan A - Direct Plan - Growth	1254023	270.08	6605385	790.70
Kotak Low Duration Fund: including Paypermint	22298	530.02	NIL
Reliance Quarterly Interval Fund-Direct Growth Plan	1243608	321.34	4254548	1,021.21
Reliance Liquidity Fund	363	16.57	363	15.39
Reliance Short Term Fund	728769	262.78	2432572	819.41
Religare Invesco Medium Term Bond fund	0	-	13159	239.43
Reliance Strategic Debt Fund - Direct Growth Plan	7464510	1,145.59	7464510	1,080.82
Reliance Fixed Horizon Fund - Xxxiii - Series 2 - Direct Growth Plan	10000000	1,183.08	10000000	1,099.16
SBI Ultra Short Term Debt Fund	0	-	6682	150.53
		4188.97		5666.10

(Aggregate amount of investment as on 31 Mar, 2019 H 4188.97 Lac) (As on 31 March, 2018 H 5666.10 Lac)

10. TRADE RECEIVABLES Hin Lac	10. TRADE RECEIVABLES Hin Lac	10. TRADE RECEIVABLES Hin Lac
	31 March, 2019	31 March, 2018
Unsecured and Considered good	702.44	1004.64
less:Expected Credit loss on receivables	(87.16)	-
	615.29	1004.64
11. CASH AND BANK BALANCE Hin Lac
	31 March, 2019	31 March, 2018
CASH & CASH EQUIVALENTS
CASH IN HAND	23.35	3.76
BALANCE WITH BANK :
- in Current Account (Axis bank)	49.42	32.06
- in Current Account Allahabad Bank)*	0.33	0.33
- in Current Account (HDFC Bank)	59.84	408.08
- in Current Account (ICICI Bank)	68.28	10.41
- in Current Account (YES Bank)	27.71	85.93
- in Current Account (SBI Bank)	65.66	27.51
FOREIGN BANK
- in Current Account(with ICICI,BOA,SILICON VALLEY BANK)	1448.39	2397.62
	1742.98	2965.70

222[|] Annual Report 2018-2019

RS Software (India) Limited[|] 223

Consolidated Notes on accounts for the year ended 31 March, 2019

Consolidated Notes on accountsfor the year ended 31 March, 2019	Consolidated Notes on accountsfor the year ended 31 March, 2019	Consolidated Notes on accountsfor the year ended 31 March, 2019
11. CASH AND BANK BALANCE Hin Lac (Contd.)
	31 March, 2019	31 March, 2018
OTHER BANK BALANCES
ICICI & AXIS(in margin money deposits against guarantees {in lien}	267.38	226.50
Allahabad Bank	0.00	9.05
Yes Bank	83.14	305.56
Earmarked Balances With Unpaid Dividend Account	56.58	59.16
TOTAL	407.10	600.27

*Current Account with Allahabad Bank is subject to confirmation as on Mar 19.

12. OTHER FINANCIAL ASSETS	Hin Lac	Hin Lac
	31 March, 2019	31 March, 2018
Unbilled Revenue	496.87	385.30
TOTAL	496.87	385.30
13. OTHER CURRENT ASSETS	Hin Lac
	31 March, 2019	31 March, 2018
Advances
(Recoverable in cash or in kind or for value to be received)
Advance against expenses	263.07	299.41
Prepaid expenses	74.00	76.26
Deposits	50.21	53.17
Advance to staf	15.38	8.27
Advance taxes (net of provisions)	1101.51	871.95
Balances withgovt. Authorities	0.00	0.00
	1504.17	1309.07
14. EQUITY SHARE CAPITAL	Hin Lac
	31 March, 2019	31 March, 2018
a. The AUTHORISED CAPITAL is :
40000000 Equity share ofH5/- each	2,000.00	2,000.00
25,00,000 Preference share ofH100/- each	2,500.00	2,500.00
	4,500.00	4,500.00
b. ISSUED SUBSCRIBED AND PAID-UP-FULLY CALLED AND PAID UP
EQUITY SHARE OFH5/- EACH (PY 25678318 shares ofH5/-each)	1,285.42	1,285.42
(Previous Year 2,56,78,318 shares ofH5 each)
	1,285.42	1,285.42

The company has only one class of Shares referred to as equity share having a par value of C 5/- at the beginning of the year. Each holder of equity share is entitled to one vote per share. ('The Company has sub-divided the face value of equity shares from H 10 to H 5 per share during FY 14-15.)

Consolidated Notes on accounts for the year ended 31 March, 2019

Consolidated Notes on accountsfor the year ended 31 March, 2019	Consolidated Notes on accountsfor the year ended 31 March, 2019	Consolidated Notes on accountsfor the year ended 31 March, 2019	Consolidated Notes on accountsfor the year ended 31 March, 2019	Consolidated Notes on accountsfor the year ended 31 March, 2019
c. Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting year Hin Lac
	31 March ,2019		31 March, 2018
	No. of Share	Hin Lac	No. of Share	Hin Lac
EquityShare
Number of shares at the beginning	25708318.00	1285.42	25723318.00	1285.42
Add : Shares issued as Preferential Allotment
Add : Shares issued as Bonus
Add : Shares issued on exercise of Employee Stock option			0.00	0.00
Add : Bonus Shares issued on Employee Stock option			0.00	0.00
	25708318.00	1285.42	25723318.00	1285.42
d SHAREHOLDER HOLDING MORE THAN 5% OF THE SHARE as on MAR 31, 2018 Hin Lac
	31 March, 2019		31 March, 2018
Mr. Rajnit Rai Jain	10035648 shares ofH5 each (39.94% of total shareholding)		10035648 shares ofH5 each (39.94% of total shareholding)
e	Hin Lac
	31 March, 2019		31 March, 2018
Aggregate Nos of shares issued for consideration other than cash and shares bought back during fve years immediately preceedingthe current FY	2012-13 (16226 equity Bonus shares)		2012-13 (16226 equity Bonus shares)

15. STATEMENT OF CHANGES IN EQUITY	Hin Lac	Hin Lac
	31 March, 2019	31 March, 2018
SHARE FORFEITURE	43.50	43.50
SECURITIES PREMIUM ACCOUNT
Balance at the beginningof theyear	2586.38	2586.38
Closing Balance	2586.38	2586.38
PREFERENCE SHARE REDEMPTION RESERVE
Balance at the beginningof theyear	255.31	255.31
Closing Balance	255.31	255.31
CSR FUND
Balance at the beginning of the year	118.15	118.15
Add : Transfer from Proft & Loss A/c
Closing Balance	118.15	118.15
SURPLUS IN STATEMENT OF PROFIT AND LOSS ACCOUNT
Balance at the beginning of the year	13965.83	16609.51
Add : Net Proft after tax from Statement of Proft and Loss	(2716.41)	(2643.68)
	11249.42	13965.83
Closing Balance	11249.42	13965.83

The company has allotted 8372 equity share in FY 13-14 as bonus share.

224[|] Annual Report 2018-2019

RS Software (India) Limited[|] 225

Consolidated Notes on accounts for the year ended 31 March, 2019

Consolidated Notes on accountsfor the year ended 31 March, 2019	Consolidated Notes on accountsfor the year ended 31 March, 2019	Consolidated Notes on accountsfor the year ended 31 March, 2019
15. STATEMENT OF CHANGES IN EQUITY Hin Lac (Contd.)
	31 March, 2019	31 March, 2018
CAPITAL RESERVE	56.68	56.68
Unrealised Proft on sale of Software	(71.34)	(71.34)
INTER BRANCH FOREIGN FLUCTUATION RESERVE
Balance at the beginning of the year	708.95	624.16
Add : Fluctuation duringtheyear	177.31	84.79
Closing Balance	886.26	708.95
OTHER COMPREHENSIVE INCOME *
Balance at the beginning of the year	(158.51)	(145.70)
Add : Fluctuation duringtheyear	(4.07)	(12.81)
ClosingBalance	(162.58)	(158.51)
	14961.79	17504.95

16. NON CONTROLLING INTEREST


16. NON CONTROLLING INTEREST Hin Lac
	31 March, 2019	31 March, 2018
Minorityinterest	10.48	109.19
	10.48	109.19

17. NON CURRENT PROVISIONS


17. NON CURRENT PROVISIONS	Hin Lac
	31 March, 2019	31 March, 2018
Provision for leave encashment	22.99	33.08
Provision forgratuity	230.96	265.44
	253.95	298.52


18. CURRENT TRADE PAYABLE	Hin Lac
	31 March, 2019	31 March, 2018
Trade Payable-other than MSMED vendor	447.07	938.25
	447.07	938.25
19. CURRENT OTHER FINANCIAL LIABILITIES	Hin Lac
	31 March, 2019	31 March, 2018
Unpaid Dividend	56.58	59.16
	56.58	59.16
20. OTHER CURRENT LIABILITIES	Hin Lac
	31 March, 2019	31 March, 2018
Salary payable	79.51	133.34
Statutory liability including PF, TDS, ESI etc.	136.93	(2.49)
Advance from customers	236.77	1.88
	453.21	132.73

Consolidated Notes on accounts for the year ended 31 March, 2019

21. CURRENT PROVISIONS

Consolidated Notes on accountsfor the year ended 31 March, 2019	Consolidated Notes on accountsfor the year ended 31 March, 2019	Consolidated Notes on accountsfor the year ended 31 March, 2019
21. CURRENT PROVISIONS Hin Lac
	31 March, 2019	31 March, 2018
Provision for leave encashment	5.78	7.04
Provision forgratuity	25.29	10.38
	31.07	17.42

22. CONTINGENT LIABILITIES (TO THE EXTENT NOT PROVIDED FOR)

22. CONTINGENT LIABILITIES (TO THE EXTENT NOT PROVIDED FOR)	Hin Lac	Hin Lac
	31 March, 2019	31 March, 2018
(To the extent not provided for in the books)
a) Guarantee Outstanding*	571.22	135.00
b) Invoice funding with Silicon Valley Bank	762.14	220.97

In response to order received for demand of service tax of H 3.99 Cr (FY2007-12), the company has filled an apeal with CESTAT and the same is pending as on date.

In response of the demand order received for AY 2013-14 of H 4.3 Cr, the company has filed an appeal with CIT(A) and the same is pending as on date.

In respect of AY 12-13 demand order recived for H 10.30 cr, the company has filed appeal with ITATwhich is still pending for hearing

23. REVENUE FROM OPERATION Hin Lac	23. REVENUE FROM OPERATION Hin Lac	23. REVENUE FROM OPERATION Hin Lac
	31 March, 2019	31 March, 2018
Export of Software Services Income	5007.33	5503.16
Domestic Income from Software Services	774.68	740.54
Domestic Sales of stock in trade	757.26	99.22
	6,539.27	6,342.92

ANNEXURE TO NOTE NO. 23 - REVENUE FROM OPERATIONS


ANNEXURE TO NOTE NO. 23 - REVENUE FROM OPERATIONS Hin Lac
	31 March, 2019	31 March, 2018
Revenue disaggregations by nature of revenue:
Software Development services	5782.01	6243.7
Sale of Thirdpartyhardware	757.26	99.22
Revenue disaggregations by geography:	6539.27	6342.92
India	1,479.12	777.21
USA	4,893.69	5,280.59
UK	143.45	197.27
Japan	7.61	26.70
SGP	15.39	61.17
TOTAL	6,539.27	6,342.94
Revenue disaggregations by Sector:
Government	1,198.22	635.03
Non Government	5,341.05	5,707.89
TOTAL	6,539.27	6342.92

The company has one customer who represents more than 10% of its revenue in FY 1718 & FY 1819 .

226[|] Annual Report 2018-2019

RS Software (India) Limited[|] 227

Consolidated Notes on accounts for the year ended 31 March, 2019

Consolidated Notes on accountsfor the year ended 31 March, 2019	Consolidated Notes on accountsfor the year ended 31 March, 2019	Consolidated Notes on accountsfor the year ended 31 March, 2019
24. OTHER INCOME Hin Lac
	31 March, 2019	31 March, 2018
Interest Received from Bank & Other Investment**	75.00	67.89
Net gain on Investments in Mutual Funds	341.16	562.64
Dividend Income	0.00	0.00
Interest from Employee Welfare Trust	113.75	113.75
Interest from Income Tax Refund	0.00	0.00
Other Non-operating Income From Subsidiary	26.27	26.32
Net Gain /loss from Foreign Transaction	-0.14	75.52
Unrealised gain/loss on Investment carried at FV through P&L.	76.54	0.00
Other Income	11.55	8.91
	644.14	855.04

25. PURCHASE OF STOCK IN TRADE Hin Lac	25. PURCHASE OF STOCK IN TRADE Hin Lac	25. PURCHASE OF STOCK IN TRADE Hin Lac
	31 March, 2019	31 March, 2018
Purchase of stock in trade	789.21	90.78
	789.21	90.78
26. EMPLOYEE BENEFIT EXPENSES Hin Lac
	31 March, 2019	31 March, 2018
Salary Wages And Bonus	6,113.07	6,667.53
Contribution to PF And Other Funds	231.53	301.69
Staf Welfare Expenses	326.87	420.10
	6,671.47	7,389.33

27. SUBCONTRACTOR EXPENSES Hin Lac	27. SUBCONTRACTOR EXPENSES Hin Lac	27. SUBCONTRACTOR EXPENSES Hin Lac
	31 March, 2019	31 March, 2018
Subcontractor expenses	637.14	848.71
	637.14	848.71
28. FINANCE COST Hin Lac
	31 March, 2019	31 March, 2018
Interest Expenses	28.32	0.00
Other Borrowing Cost	0.00	3.75
Interest Paid on dividend tax	0.00	0.00
Interestpaid on Income Tax	0.00
	28.32	3.75

29. OPERATION AND OTHER EXPENSES

29. OPERATION AND OTHER EXPENSES		Hin Lac
	31 March, 2019	31 March, 2018
Travelling	341.16	422.20
Conveyance	37.89	54.33
Staf Welfare	33.70	33.15
Communication	167.91	223.45

Consolidated Notes on accounts for the year ended 31 March, 2019

Consolidated Notes on accountsfor the year ended 31 March, 2019	Consolidated Notes on accountsfor the year ended 31 March, 2019	Consolidated Notes on accountsfor the year ended 31 March, 2019
29. OPERATION AND OTHER EXPENSES Hin Lac (Contd.)
	31 March, 2019	31 March, 2018
Printing and Stationery	15.94	14.22
Electricity and Power	128.02	135.78
Rent - Apartment & Ground	337.88	336.71
Repairs - Machinery	134.94	150.98
Repairs - Building	75.55	68.41
Repairs - Others	3.51	5.33
Education and Training Expenses	9.20	15.58
insurance	63.10	67.96
Auditors' Remuneration - Refer Note no.31	4.57	4.21
Books and Periodicals	0.34	0.42
Directors' Fees	16.40	21.92
Rates & Taxes	78.77	81.68
Legal/Professional Fee	251.86	214.95
Consultancy Charges	129.81	393.50
Recruitment & Relocation Expenses	65.06	43.99
General and Board Meeting expenses	2.28	2.14
Membership and Subscription	36.37	47.06
Business Promotion	127.60	163.49
Advertisement	4.75	6.20
Net loss on Foreign currency Transaction	0.00	0.00
Bank Changes	28.94	21.78
Impairment loss recognised under Expected Credit loss	87.16	0.00
Donation	0.25	0.00
	2182.96	2529.44

Prior Period amts to H32468 relating to FY18-19 in the nature of subcontractor expense is immaterial so no effect of IND AS taken in opening balance sheet

30. AUDITOR'S REMUNERATION


30. AUDITOR'S REMUNERATION	Hin Lac
	31 March, 2019	31 March, 2018
As Statutory Auditors	2.90	2.51
Foreign Audit	-	0.35
Other certifcation	1.67	1.35
Tax Audit	-	-
The above remunerations are not inclusive of GST	4.57	4.21
31.The Company has renewed lease for Building with Saltee Infotex (India) Pvt. Ltd. for the period of 7 years expiring on 30th April’ 22.
Total Minimum Lease Payment outstanding as at		31 March, 2019
Within One Year		263.36
More than One Year		550.86

32. EMPLOYEE BENEFIT PROVISIONS


32. EMPLOYEE BENEFIT PROVISIONS Hin Lac
	31 March, 2019	31 March, 2018
Provision for Leave Encashment	11.69	12.44
Provision for Gratuity	46.53	88.23
Total	58.23	100.67

228[|] Annual Report 2018-2019

RS Software (India) Limited[|] 229

Consolidated Notes on accounts for the year ended 31 March, 2019

33. RELATED PARTY TRANSACTION

33. RELATED PARTY TRANSACTION	33. RELATED PARTY TRANSACTION
a Enterprises where control exists:
Wholly Owned Subsidiaries:	'% of holding	Countryof Incorporation
Responsive Solutions Inc	100%	USA
RS Software (Asia) Pte. Ltd.	100%	Singapore
Subsidiary
b Paypermint Pvt Ltd	79%	INDIA
c Key Management Personnel:
Mr. Rajnit Rai Jain	-	Chairman and ManagingDirector
Mr. Richard Launder	-	Director
Mr. Shital Kr. Jain	-	Director
Mr. R Ramaraj	-	Director
Mrs. Sarita Jain	-	Director
Mr. Raghav Raj Jain	-	Head Staf Augmentation
Ms. Shrishti Jain	-	Head Global Sales
Mr. Vijendra Surana	-	CFO & Company Secretary

Mr. R Ramaraj - Director Mrs. Sarita Jain - Director Mr. Raghav Raj Jain - Head Staf Augmentation Ms. Shrishti Jain - Head Global Sales Mr. Vijendra Surana - CFO & Company Secretary	Mr. R Ramaraj - Director Mrs. Sarita Jain - Director Mr. Raghav Raj Jain - Head Staf Augmentation Ms. Shrishti Jain - Head Global Sales Mr. Vijendra Surana - CFO & Company Secretary	Mr. R Ramaraj - Director Mrs. Sarita Jain - Director Mr. Raghav Raj Jain - Head Staf Augmentation Ms. Shrishti Jain - Head Global Sales Mr. Vijendra Surana - CFO & Company Secretary
d) Disclosure of transactions between the Company and Related Parties and the status of outstanding balances i. With Wholly Owned Subsidiary (WOS) Hin Lac
Particulars	31 March, 2019	31 March, 2018
Reimbursement of Cost of services incurred on behalf of Subsidiary including margin on actual cost thereon.
Responsive Solution Inc	242.79	247.91
Paypermint Pvt Ltd		826.88
Advance Received From Subsidiary	233.51
R S Software Asia (Pte.) Ltd.		146.87
Reimbursing the Other Cost from subsidiary on actual.
R S Software Asia (Pte.) Ltd.	-
Balance as on DEC 312018 :
Advance taken against services
Responsive Solution Inc
Paypermint Pvt Ltd	(853.64)	(883.06)
Advance Received From Subsidiary		13.30
Reimbursement of expensespayable & amount receivable towards invoicing
Paypermint Pvt Ltd
Maximum balance outstandingduringtheyear	9.56	NIL
Reimbursement of Cost of services incurred on behalf of Subsidiary including margin on actual cost thereon.
Responsive Solution Inc	(897.32)	(883.06)
Reimbursement of expensespayable by
Paypermint Pvt Ltd	56.38	13.30
ii. With Related parties Hin Lac
Compensation to KMP'S :	Short Term Employee Beneft
R R Jain(MD)	68.83
MR.RICHARD LAUNDRA (Director)	4.80
MR.S.K.JAIN (Director)	4.00
MR.R. RAMARAJ (Director)	6.00
Mrs Sarita Jain (Director)	48.82
Vijendra Kumar Surana (CFO & CS)	63.81
Relatives	233.93

Consolidated Notes on accounts for the year ended 31 March, 2019

EPS has been calculated as per the provisions of INDAS-33, issued by the Institute of Chartered Accountants of H in Lac India. The details of calculation are as follows:

India. The details of calculation are as follows:
Particulars	31 March, 2019	31 March, 2018
Numerator for Basic and Diluted EPS:
Proft for the Year ended	(2,716.41)	(2,643.66)
EquityShares	2,57,08,318.00	2,57,23,318.00
Weighted no. of EquityShares	2,57,08,318.00	2,57,23,318.00
Denominator for Diluted Shares
Weighted No. of Basic EquityShares	2,57,08,318.00	2,57,23,318.00
Weighted no. of EquityShares	2,57,08,318.00	2,57,23,318.00
Nominal Value of share	5.00	5.00
Basic Earning per Share	(10.57)	(10.28)
Diluted Earning per Share	(10.57)	(10.28)

Declaration received from Micro,Small and Medium Enterprises under section 22 of MSMED Act 2006 and disclosures has been made accordingly under Note no. 18
Additional Information pursuant to provisions of the Para 5 (vii) (b) of Part II Schedule III for the Companies Act, 2013:-

			Hin Lac	Hin Lac	Hin Lac	Hin Lac
Particulars			31 March, 2019		31 March, 2018
Expenditure in Foreign Currency:
Foreign branch expenditure			4,716.06		5502.44
Earningin Foreign Currency
Export of services			4,598.42		4899.61
Additional Information pursuant to provisions of the Para 2 of Part II Schedule III for the Companies Act, 2013:-
Name of the entity	Net Assets i.e total assets minus total liability			Share in proft or Loss
	As a % consolidated net Assets	Hin Lac		As a % consolidated proft & loss		Hin Lac
Parent Company
R S Software India Ltd.	80.72%	15,166.65		-12.73%		(2,391.61)
SubsidiaryCompany- Foreign
Responsive Solution Inc. (100% Subsidiary)	4.88%	917.68		0.29%		54.96
R S Software Asia Pte Ltd (100% Subsidiary)	5.59%	1,050.94		-0.01%		(2.63)
Paypermint Pvt Ltd	8.80%	1,653.74		-2.56%		(481.51)

b Additional Information pursuant to provisions of the Para 2 of Part II Schedule III for the Companies Act, 2013:-

230[|] Annual Report 2018-2019

RS Software (India) Limited[|] 231

Consolidated Notes on accounts for the year ended 31 March, 2019

c Remittance in Foreign Currency

The Company has remitted H Nil (Mar. 31, 2015: H Nil) in foreign currencies on accounts of dividends during the year and does not have information as to the extent to the extent to which remittance, if any, in foreign currencies on account of dividends have been made by/on behalf of non-resident shareholders. The Particulars of dividends declared and paid on account of non-resident shareholders for the years 2010-11 to 2014-15 are as under :-


Hin Lac
Particulars	No. of Non- resident Shareholders	No. of Equity Shares held		Year end of Dividend	Gross Amount of dividend
Final dividend for 2011-12 declared in July'12	134	468631	March' 2012	9,37,262.00	0.00
Interim Dividend for 2012-13 declared in January' 13	202	511382	March' 2013	7,67,073.00	0.00
Final dividend for 2012-13 declared in July'13	201	533149	March' 2013	10,66,298.00	0.00
Interim Dividend for 2013-14 declared in October' 13	207	588430	March' 2014	14,71,075.00	0.00
Interim Q3 Dividend for 2013-14 declared in January' 14	197	506065	March' 2014	5,06,065.00	0.00
Final dividend for 2013-14 declared in July,14	290	434205	March' 2014	10,85, 512.50	0.00
Interim dividend for 2014-15 declared in July,14	344	463450	March' 2015	4,63,450.00	0.00
2nd Interim dividend for 2014-15 declared in October,14	382	545321	March' 2015	8,17,981.50	0.00
3rd Interim dividend for 2014-15 declared in January,15	442	2120830	March’ 2015	15,90,622.50	0.00
Final dividend for 2014-15 declared in July,15	588	2229422	March'2015	27,86,777.50	0.00
Dividend for 2015-16 declared in July,2016	564	1790888	March'2016	17,90,888.00	0.00

37. REPORTING OF SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED:

37. REPORTING OF SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED:	Hin Lac	Hin Lac
Particulars	Year ended 31 March, 2019	Year ended 31 March, 2018
1. Segment Revenue (net sale/income from each segment)
a. Segment - A (USA)	4,866.64	5,215.59
b. Segment - B (ROW)	411.37	1,124.95
Total	5,278.01	6,340.54
Other Income
Segment -A(USA)& B (ROW)	1,905.41	857.41
Total	7,183.42	7,197.95
Less : Inter - segment revenue	-	-
Net Revenue from Operations	7,183.42	7,197.95

Consolidated Notes on accounts for the year ended 31 March, 2019

2. Segment Results Proft/(Loss) before Tax & Interest from each segment
a. Segment - A (USA)	(1,878.46)	(1,408.57)
b. Segment - B (ROW)	(120.22)	(1,218.64)
Total	(1,998.68)	(2,627.21)
Less : Interest	28.32	-
Less : Depreciation	330.15	224.15
Less : Unallocable Selling, General & Administrative Expenses	998.36	974.01
Proft before tax	(3,355.51)	(3,825.37)
3. Capital Employed
Total Assets	17,499.56	20,345.66
Total Liability	17,499.56	20,345.66

38. Disclosure under clause 32 of the listing agreement amount of loans and advances outstanding from subsidiary

		Hin Lac
	31 March, 2019	31 March, 2018
Outstanding as on
Responsive Solution Inc	(853.64)	(883.06)
RS Software (Asia) Pte Ltd	NIL	NIL
Paypermint Pvt Ltd		13.30
Maximum balance outstanding during the year
Responsive Solution Inc	(897.32)	(883.06)
RS Software (Asia) Pte Ltd	-	-
Paypermint Pvt Ltd	56.38	13.30

The Company is primarily engaged in the rendering services relating to maintenance and testing of Computer Software . These cannot be expressed in any generic units. Hence it is not possible to give the quantities details of sales and certain information as required under paragraph 5 (viii) '(c) of general instructions for preparation of statement of profits and loss as per revised schedule VI of the Companies Act 2013.
The previous year figures have been regrouped, reclassified and restated, wherever necessary, to correspond with the current year’s
Financial figures have been rounded off to nearest H Lac.

For DEOKI BIJAY & CO On behalf of the Board Chartered accountants (Reg. No : 313105E) Sd/Sd/Sd/Sd/CA D.N. Agrawal V. Surana S.K Jain R.R. Jain Partner CFO & Company Secretary Director Chairman & Managing Director M. No. 51157 M. No: 11559 DIN: 00047474 DIN : 00122942 Dated : 30 April, 2019 Place : Kolkata

232[|] Annual Report 2018-2019

RS Software (India) Limited[|] 233

R. S. SOFTWARE (INDIA) LTD

(CIN: L72200WB1987PLC043375)

Regd.Office: “FMC FORTUNA”, 1st Floor, A-2, 234/3A A.J.C. Bose Road, Kolkata – 700 020

Proxy Form

Form No. MGT-11

I/We	being the member(s) of ..............................................................................shares of the above named company hereby appoint:
1)	Name...................................................................................................................................... Address........................................................................................................................................
	Email ID.................................................................................................................................. Signature......................................................................................................or failing him;
2)	Name...................................................................................................................................... Address.........................................................................................................................................
	Email ID.................................................................................................................................. Signature......................................................................................................or failing him;
3)	Name...................................................................................................................................... Address.........................................................................................................................................
	Email ID.................................................................................................................................. Signature......................................................................................................or failing him;

As my/our proxy to attend and vote for me/us and on my behalf at the Thirty-first Annual General Meeting of the company, to be held on 26 July, 2019 at, Rabindra Tirtha, 33-1111, Major Arterial Road, 3rd Rotary, New Town, Kolkata - 700156 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No:

Ordinary Resolution for adoption of Audited Standalone and Consolidated Financial Statements for the year ended 31 March, 2019.
Ordinary Resolution to appoint a Director in place of Mrs. Sarita Jain (holding DIN 00206743), who retires by rotation and, being eligible, seeks re-appointment.
Ordinary Resolution to appointment of M/s Deoki Bijay & Co., Chartered Accountants (Registration No. 313105E) as the Statutory Auditor of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting
Special Resolution for approval of Company’s Employee Stock Option Scheme 2019 (ESOP Scheme 2019)

Signed this................................................................. day of.................................................................2019.
Folio No./DPID & Client ID ......................................................................................................................
No. of shares held.............................................................................................................................................
Signature of the Shareholder...............................................................	Afx Revenue
	Stamp
Signature of Proxy holder(s)...............................................................

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

234[|] Annual Report 2018-2019

RS Software (India) Limited[|] 235

R. S. SOFTWARE (INDIA) LTD

(CIN: L72200WB1987PLC043375) Regd.Office: “FMC FORTUNA”, 1st Floor, A-2, 234/3A A.J.C. Bose Road, Kolkata – 700 020

Attendance Slip

I hereby record my presence at the ANNUAL GENERAL MEETING at 11:30 A.M on Friday, 26 July, 2019.

Name of the attending Member_____________ (in block letters)

Folio No/DP ID & Client ID _________________

Name of Proxy_______________ (in block letters, to be filled in if the Proxy attends instead of the Member)

No. of shares held__________________

*Member’s/Proxy’s Signature

*To be signed at the time of handing over this slip

This attendance slip duly filled in to be handed over at the entrance of the Meeting Hall

236[|] Annual Report 2018-2019

RS Software (India) Limited[|] 237

R. S. SOFTWARE (INDIA) LTD

(CIN: L72200WB1987PLC043375)

ROAD MAP

Regd.Office: “FMC FORTUNA”, 1st Floor, A-2, 234/3A A.J.C. Bose Road, Kolkata – 700 020

Dear Shareholder,

==> picture [494 x 225] intentionally omitted <==

We invite your attention to the following points and request you to take necessary action(s) as applicable to you.

In terms of Circular No. CIR/MRD/DP/10/2013 dated 21st March, 2013 issued by SEBI, henceforth payment of dividend will be made through ECS/NECS/NEFT etc. only.

1) Accordingly you are requested to send your correct bank account details (including MICR No., IFSC Code, Account Type etc.) to your Depository Participant before 19 July, 2019 if you are holding shares in demat form.

2) If you are holding shares in physical form, Company will mandatorily print the bank account details of the shareholders on physical dividend warrant. In cases where either the bank details such as MICR/IFSC etc. that are required for making electronic payment are not available or the electronic payment instructions have failed or have been rejected by the bank dividend warrant will be sent after printing the correct bank account details on it only. Accordingly, you are requested to send before19 July, 2019 (as per the format given below) your complete bank details along with a cancelled cheque to C.B. Management Services (P) Ltd, the Registrars & Share Transfer Agents of the Company at the address P-22, Bondel Road, Kolkata – 700 019 to enable us to credit the dividend amount directly to your Bank account.

(PLEASE USE CAPITAL LETTERS)

Folio No…………………… No. of shares................................................................ Name of the first/sole shareholder : ........................................................................................... Name of the Bank : ........................................................................................... Branch and Full Address : ........................................................................................... Account Type : ........................................................................................... (Savings/current/cash Credit) Account Number : ........................................................................................... (as appearing on the cheque book) RTGS/NEFT IFSC Code : ........................................................................................... Ledger Folio No. : ........................................................................................... (if any, as appearing on the cheque book) 9-digit Code Number of the Bank and Branch : ........................................................................................... (appearing on the MICR cheque issued by the Bank)

I hereby declare that the particulars furnished above are correct and complete. If any transaction is delayed or not effected at all for reasons of incompleteness or incorrectness of information provided as above or any error made by the Bank(s), the Company will not be held responsible. I hereby undertake to inform the Company immediately of any change in my Bank/Branch and account number.

Date……./.…./19 Place:

Signature of the First/Sole Shareholder

Encl: Copy of Bank Cheque Leaf

238[|] Annual Report 2018-2019

RS Software (India) Limited[|] 239

3) In respect of Non-resident shareholders, as a general rule, the dividend income on shares acquired subject to the condition that they will not carry the right of repatriation, are required to be credited to the Investor’s NRO account. In other cases, (i.e., shareholders having the right of repatriation), the Indian Companies are required to remit dividend to such non-resident shareholders through the Authorized Dealers. In this view the non-resident shareholders must provide the information as mentioned below:-

	(PLEASE USE CAPITAL LETTERS)
1.	Name of the frst/sole shareholder(s)	: ............................................................................................
2.	Folio No/DP ID/CL ID	: ...........................................................................................
3.	Number of shares	: ...........................................................................................
4.	Place/Country of permanent residence	: ...........................................................................................
5.	Nationality	: ...........................................................................................
6.	Reserve Bank Approval No and Date for Acquiring shares	: ...........................................................................................
7.	Benefciary Status	With Repatriation right/
		With Non-Repatriation right
8.	Contact No.	: ...........................................................................................
9.	Email ID	: ...........................................................................................
10.	Name of the Bank	: ...........................................................................................
11.	Bank Account No.	: ...........................................................................................
12.	Account Type	: NRO/NRE/FCNR
13.	Branch Name & Address	: ...........................................................................................
I14.	FSC (Indian Financial System Code)	: ...........................................................................................
15.	9 digit MICR (Magnetic Ink Character Recognition)	: ...........................................................................................

Date……./.…./19 Place:

Signature of the First/Sole Shareholder

Encl: Copy of Bank Cheque Leaf

A PRODUCT [email protected]

240[|] Annual Report 2018-2019

RS SOFTWARE (INDIA) LIMITED A-2, FMC FORTUNA, 234/3A, A.J.C. BOSE ROAD, KOLKATA 700020, INDIA CIN: L72200WB1987PLC043375

AI assistant

R S Software India Ltd. — Annual Report 2019

63159_rns_2019-07-26_89c133da-42dc-4514-96ab-c32fe9544c53.pdf

Forward-looking statement

Contents

What combines hope, optimism and reality check

What is strengthening our future

Our brand communication and

how it solidifies our market facing approach

Our Team

Our customers

Chairman’s Overview

Demonstrated success

RS Software - The new avatar

Perform

The RS Software and UPI connect

Larger opportunities ahead

Our economic moat

Achievement protocol

Strengthening validated : There are

Opportunities continue to grow : Data

Strategic clarity and coherence: We

Raj Jain

Board of Directors

Senior Executive

Senior Executive

The tailwinds – accelerating digital payments

Global payments industry

Payment Services Directive (PSD2)

General Data Protection Regulation (GDPR)

Emerging technologies

India’s digital payments sector in numbers

Real-time payments

Acceptance infrastructure and Platforms

Overview of the industry

[Arrival of New Entrants]

[Transformation of ] Payment Solutions

[Evolving Customer ] Expectations

[Structural Industry Shifts]

[Importance of Data]

Global E-commerce Industry is driving Payment Gateways

Top category purchasing

Global online consumers across categories by %, 2018

Global E-commerce revolution

Payment gateways

Complexities of payment methods

Future of Acquiring

India Scenario

RS Software changing business models

Payabbhi – The world class digital merchant acquiring platform

RS MerchantEdge[TM]

RS iFinSwitch[TM]

Payment Authentication Trends

Authentication Strategies

Case Study

Business Challenge

Technology Challenge

Conclusion

Solution

The Game-Changers

The RS Software and UPI connect

Key numbers

Bharat Bill Payment System (BBPS)

RS Software instrumental in transforming bill payments in India

The EFRM - RS Software Story

Management Discussion and Analysis

Operational Highlights FY2018-19

[ What were the principal initiatives ] by the Company during FY2018-19?

[ What were the principal challenges ] faced at the start of FY2018-19 ?

[ What are the three principal trends ] influencing the sales function?

[ What are the strengths of your sales ] function?

Finance

Challenges

Initiatives in FY2018-19

Goals

Priorities for FY2019-20

Growing the intellectual capital

RS Payments Lab

RS School of Payments

Strengths

R S Software India Ltd. Annual Report 2019

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