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R SYSTEMS INTERNATIONAL LIMITED

Corporate Identity Number : L74899DL1993PLC053579 [CMMI Level 5, PCMM Level 5, ISO 9001:2015 & ISO 27001:2013 Company] C-40, Sector-59, NOIDA, Distt. Gautam Budh Nagar, U.P., India – 201 307

Phones: +91-120-4303500 Email : rsil @rsystems.co m Regd. Off.: GF-1-A, 6, Devika Tower, Fax: +91-120-4082699 www.rsystems.com Nehru Place, New Delhi- 110019

REF: SECT/06/2020/05

JUNE 05, 2020

To, The Managing Director National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra – East, Mumbai – 400 051 NSESymbol – RSYSTEMS	To, The General Manager BSE Limited Department of Corporate Services, Rotunda Building, 1stFloor, Mumbai Samachar Marg, Fort, Mumbai - 400 001 BSEScrip Code-532735

Dear Sir,

SUB: NOTICE OF POSTAL BALLOT AND E-VOTING TO THE UNSECURED CREDITORS OF R SYSTEMS INTERNATIONAL LIMITED AS PER THE DIRECTIONS OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI BENCH

This is with reference to the regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. We wish to apprise you that considering the COVID -19 situation, the Hon’ble National Company Law Tribunal (“NCLT”) vide order dated May 22, 2020 read with amended order dated May 29, 2020, has dispensed R Systems International Limited from holding physical meeting of its Unsecured Creditors and has directed that voting of the Unsecured Creditors of R Systems International Limited for considering, and if thought fit, approving with requisite majority with or without modifications, the amalgamation proposed to be made between RightMatch Holdings Limited (“Transferor Company”) and R Systems International Limited (“R Systems”/“Transferee Company”) and their respective shareholders and creditors (hereinafter called the Scheme) through Postal Ballot and/or electronic voting.

In compliance with the NCLT order, R Systems has provided the facility of voting through Postal Ballot and e-voting so as to enable the Unsecured Creditors to consider and approve the proposed Scheme. Accordingly, voting by Unsecured Creditors of the R Systems to the Scheme shall be carried out through Postal Ballot and e-voting.

R Systems has engaged Link Intime India Private Limited (“LIIPL”) for the purpose of providing e-voting facility to all its Unsecured Creditors. The e-voting facility can be availed through LIIPL Website https://instavote.linkintime.co.in.

The voting period in connection with the resolutions proposed in the aforesaid notices, will commence on Monday, June 08, 2020 at 10:00 AM and ends on Tuesday, July 07, 2020 at 5:00 P.M.

We are enclosing herewith the copy of the notice to Unsecured Creditors for Postal Ballot and E-Voting as mentioned above. The said notice are also available on the R Systems’s website www.rsystems.com.

This is for your information and records.

Thanking you,

Yours faithfully,

For R Systems International Limited

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Bhasker Dubey (Company Secretary & Compliance Officer)

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R SYSTEMS INTERNATIONAL LIMITED Corporate Identification No. L74899DL1993PLC053579 Registered Office: GF-1-A, 6, Devika Tower, Nehru Place, New Delhi - 110 019 Corporate Office: C - 40, Sector - 59, Noida (U.P.) - 201 307 Telephone: 0120 - 430 3500 Fax: 0120 - 4082699 Website: www.rsystems.com; Email: [email protected]

NOTICE OF POSTAL BALLOT AND E-VOTING TO THE UNSECURED CREDITORS OF R SYSTEMS INTERNATIONAL LIMITED AS PER THE DIRECTIONS OF THE NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI BENCH

(pursuant to order dated May 22, 2020 passed by the National Company Law Tribunal (“NCLT” or “Tribunal”), New Delhi)

Voting of the Unsecured Creditors of R Systems International Limited through Postal Ballot And E-Voting Start Date: 10:00 A.M. on June 08, 2020 End date: 05:00 P.M. on July 07, 2020

S. No.	Contents	Page No.
1.	Notice of Postal Ballot and E-Voting to the Unsecured Creditors of R Systems International Limited(“the Company” or “Applicant Company”) pursuant to the order of NCLT,New Delhi.	02
2.	Explanatory Statement under Sections230 – 232, 234 and Section 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules,2016.	07
3.	Annexure-I -Scheme of Amalgamation between RightMatch Holdings Ltd. and R Systems International Limited and their respective shareholders and creditors.	16
4.	Annexure-II- Valuation Report issued by M/s. Jain Gandharv & Associates, Chartered Accountants,dated October 24,2019.	42
5.	Annexure-III -Fairness Opinion issued by Corporate Professionals Capital Private Limited dated October 25,2019.	55
6.	Annexure-IV -Complaints Report dated January 06, 2020 submitted by Applicant Company to BSE Limited and Complaints Report dated January 29, 2020 to National Stock Exchange of India Limited.	65
7.	Annexure-V –Observation Letter dated February 17, 2020 obtained from BSE Limited and National Stock Exchange of India Limited.	69
8.	Annexure-VI –Report adopted by the Board of Directors of R Systems International Limited asper theprovisions of Section 232(2)(c)of the Companies Act,2013.	73
9.	Annexure-VII -Copy of audited fnancial statements ofR Systems International Limited as at December 31, 2019 along with audited fnancial results for the quarter ended on March 31,2020 and of RightMatch Holdings Limitedas at July31,2019.	75
10.	Postal Ballot Form with instructions and self-addressedpostage prepaid BusinessReply Envelope.	Loose Leaf

~~1~~

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI BENCH COMPANY APPLICATION NO. CA/CAA/48/ND/2020

In the Matter of the Companies Act, 2013 (18 of 2013)

And

In the Matter of Sections 230 – 232, Section 234 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements, Amalgamations) Rules, 2016

And

In the Matter of Part II Section (4) of the XIV Schedule and the other applicable provisions of the Mauritius Companies Act, 2001

And

In the matter of Scheme of Amalgamation between

RightMatch Holdings Limited

Company registered under the Mauritius Companies Act Having its registered office at: IFS Court, Bank Street, Twenty Eight, Cyber City, Ebene - 72201 Identification number: C24307 (Transferor Company)

And

R Systems International Limited (hereinafter referred to as “R Systems”) Company registered under the Companies Act, 1956 Having its registered office at: GF – 1- A, 6, Devika Tower, Nehru Place, Delhi -110019 CIN: L74899DL1993PLC053579

And

(Transferee Company/ Applicant Company)

Their Respective Shareholders and Creditors

NOTICE OF POSTAL BALLOT AND E-VOTING TO THE UNSECURED CREDITORS OF R SYSTEMS INTERNATIONAL LIMITED

Notice is hereby given that by an order dated May 22, 2020, New Delhi Bench of the National Company Law Tribunal has directed that voting of the Unsecured Creditors of R Systems International Limited for considering, and if thought fit, approving with requisite majority with or without modifications, following resolution for the amalgamation proposed to be made between RightMatch Holdings Limited and R Systems International Limited and their respective shareholders and creditors through Postal Ballot and electronic voting in compliance with NCLT order.

"RESOLVED THAT pursuant to the provisions of Sections 230 to 232, Section 234 and other applicable provisions, if any, of the Companies Act, 2013, including rules provided therein, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Part II Section (4) of the XIV Schedule and other applicable provisions of the Mauritius Companies Act, 2001 including any statutory modification or re-enactments thereof for the time being in force, and subject to the relevant provisions of the Memorandum & Articles of Association of the Company and subject to the sanction by the National Company Law Tribunal, New Delhi (“NCLT”), as the case may be and in accordance with the regulations/guidelines, if any, prescribed by the Securities and Exchange Board of India or any other relevant authority from time to time to the extent applicable and subject to such approvals, consents, permissions and sanctions of the appropriate authorities as may be necessary/required and subject to such conditions as may be prescribed, directed or made by any of them while granting such approvals, consents and permissions,

~~2~~

the arrangement embodied in the proposed Scheme of amalgamation between RightMatch Holdings Ltd. and R Systems International Limited and their respective shareholders and creditors (‘Scheme’) be and is hereby approved.

RESOLVED FURTHER THAT the Board or Restructuring Committee, as constituted by the Board, be and are hereby jointly/ severally authorized to effectively implement the amalgamation embodied in the Scheme, make or accept such modification(s) amendment(s), limitation(s) and/ or condition(s), if any, to the Scheme as may be required by the Hon’ble Tribunal and/ or any other authority while sanctioning the Scheme or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme or for any other such reason, as the Board or Restructuring Committee may deem fit and proper, to resolve all doubts or difficulties that may arise for carrying out the Scheme and to do and execute all acts, deeds, matters and things as the Board or Restructuring Committee may in its absolute discretion deems necessary or expedient for giving effect to the Scheme.

RESOLVED FURTHER THAT the Board or any member of Restructuring Committee, as constituted by the Board, be and are hereby jointly/ severally authorized to sign, verify, execute and file any documents, including but not limited to affidavits, petitions, pleadings, applications, certificates, declarations, undertakings, vakalatnamas, proceedings, or any other documents incidental or necessary for making effective the aforesaid Scheme.”

TAKE FURTHER NOTICE considering the COVID -19 situation, the Tribunal has dispensed the Applicant Company from holding physical meeting of Unsecured Creditors and ordered that voting of the Unsecured Creditors shall be conducted through postal ballot and/ or e-voting.

TAKE FURTHER NOTICE THAT in compliance with the NCLT order, the Company has provided the facility of voting through Postal Ballot and/ or e-voting so as to enable the Unsecured Creditors, to consider and approve the Scheme by way of the aforesaid resolution. Accordingly, voting by Unsecured Creditors of the Company to the Scheme shall be carried out through Postal Ballot and e-voting.

TAKE FURTHER NOTICE THAT The Tribunal has appointed Mr. S P Singh Chawla as the Chairperson, failing him, Mr. Gursat Singh Vachher as the Alternate Chairperson for the said voting of unsecured creditors.

The abovementioned Scheme, if approved at the voting, will be subject to the subsequent approval of the Tribunal.

This Notice and Explanatory Statement along with the requisite documents is placed on the website of the Company viz. www.rsystems.com and is being sent to Securities and Exchange Board of India, BSE Limited and National Stock Exchange of India Limited.

Copies of the said Scheme of Amalgamation and Explanatory statements under sections 230 to 232, Section 234 and section 102 of the Companies Act, 2013 can be obtained free of charge on any day (except Saturday, Sunday and public holidays), up to July 07, 2020 during the business hours at the Registered Office of the Company or at the Corporate Office as mentioned above, or at the office of its lawyers which is situated at 34, Babar Lane, Bengali Market, New Delhi -110 001 (“Lawyer’s Office”). Also, any unsecured creditor desirous of obtaining aforesaid details may send an email at [email protected].

Dated this May 30, 2020

Sd/-

S P Singh Chawla

(Chairperson appointed for the voting)

Place: NOIDA

~~3~~

Notes:

Explanatory Statements and reasons for the proposed resolutions stated herein above, pursuant to Section 102 read with Section 110 of the Companies Act, 2013 and Rules made thereunder are annexed hereto.
Pursuant to the direction of the Tribunal, the Company is seeking the consent of its unsecured creditors through Postal Ballot and e-voting.
The Postal Ballot notice (“Notice”) is being sent to all the unsecured creditors of the Company as on Tuesday, December 31, 2019 (“Cut-off date”).
The Postal Ballot Notice is being sent to unsecured creditors in electronic form to the email addresses registered with the Company.
Unsecured Creditors as on the December 31, 2019 will be entitled to cast their votes by Postal Ballot or e-voting.
Pursuant to the order of Tribunal, the Company offers electronic voting (“e-voting”) option to the unsecured creditors as an alternative, to enable unsecured creditors to vote electronically instead of dispatching the Postal Ballot Form. The Company has engaged the services of Link Intime India Private Limited for facilitating such e-voting facility to its unsecured creditors.
Unsecured Creditors who have received the Postal Ballot Notice by e-mail and who wish to vote through Physical Form may download the Postal Ballot Form from the weblink in the e-mail or from the Company’s website https://www.rsystems.com/investors-info/postal-ballot/ or may send an e-mail to [email protected] requesting to provide Postal Ballot form along with the postage prepaid self-address Business Reply Envelop.
Unsecured Creditors are requested to carefully read the instructions printed in the Postal Ballot Form and return the Postal Ballot form duly completed and signed, in the enclosed self-addressed Business Reply Envelope to the Scrutinizer, so that it reaches the Scrutinizer not later than close of working hours (i.e. 17:00 hours IST) on Tuesday, July 07, 2020. The postage cost will be borne and paid by the Company. However, envelopes containing Postal Ballot Form(s), if deposited in person or if sent by courier or by Registered/ Speed Post to the Scrutinizer at the expense of the unsecured creditor will also be accepted. If any postal ballot is received after 05:00 p.m. IST on Tuesday, July 07, 2020, it will be considered that no reply from the member has been received.
Kindly note that each Unsecured Creditors can opt for only one mode for voting i.e., either by Postal Ballot or by e-voting. However, in case unsecured creditors cast their vote both via postal ballot and e-voting, then voting done by e-voting shall prevail and voting through postal ballot shall be treated as invalid being void.
The material documents referred to in the accompanying Explanatory Statement shall be open for inspection by the Unsecured Creditors at the Registered Office, the Corporate Office of the Applicant Company and at the Lawyers Office, up to July 07, 2020 between 10:00 A.M to 5:00 P.M on all working days (except Saturdays, Sundays and -

public holidays) and shall also be available on the website of the Company i.e. https://www.rsystems.com/investors info/corporate-governance/schemes-of-amalgmation-arrangement-capital-reduction/.

Once the vote on a resolution is casted by the unsecured creditors, the unsecured creditor shall not be allowed to change it subsequently.
The e-voting period begins on Monday, June 08, 2020 at 10:00 a.m. onwards and ends on Tuesday, July 07, 2020 at 5:00 p.m. During this period unsecured creditors of the Company, as on December 31, 2019 may cast their vote through e-voting. The e-voting module after July 07, 2020 at 5:00 p.m. shall be disabled by Link Intime India Private Limited for voting.
The instructions for unsecured creditors for e-voting are as under:

v Log-in to e-Voting website of Link Intime India Private Limited (LIIPL)

Visit the e-voting system of LIIPL. Open web browser by typing the following URL: https://instavote.linkintime.co.in.
Click on “Login” tab, available under ‘Shareholders’ section.

~~4~~

Enter your User ID, password and image verification code (CAPTCHA) as shown on the screen and click on “SUBMIT”.
Your User ID details are given below:

Your User ID is Event No + Reference Number communicated to you separately

Your Password details are given below:

If you are using e-voting system of LIIPL: https://instavote.linkintime.co.in for the first time, you need to follow the steps given below:

Unsecured Creditors need to click on “Sign Up” tab available under ‘Shareholders’ section register their details and set the password of their choice and confirm (The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

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

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department.
• Unsecured creditors who have not updated their PAN with the Company are requested to
use the sequence number which is communicated to the Unsecured Creditor.
DOB/ DOI Enter the DOB (Date of Birth)/ DOI/COI as recorded with in the company record for the said
Reference number in dd/mm/yyyy format.
Bank Enter the Bank Account number (Last Four Digits) as recorded in the company records for the
Account said reference number.
Number • If the above mentioned details are not recorded with the company, please enter reference
number in the Bank Account number field.
----- End of picture text -----

If Unsecured Creditors have forgotten password:

Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

Incase unsecured creditors is having valid email address, Password will be sent to the unsecured creditor at registered e-mail address. Else, unsecured creditors can set the password of his/her choice by providing the information about the particulars of the Security Question & Answer, PAN, DOB/ DOI, Bank Details etc. and confirm. (The password should contain minimum 8 characters, at least one special character, at least one numeral, at least one alphabet and at least one capital letter)

NOTE: The password is to be used by unsecured creditors for voting on the resolutions placed by the company in which they are eligible to vote, provided that the company opts for e-voting platform of LIIPL.

For unsecured creditors the details can be used only for voting on the resolutions contained in this Notice.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

v Cast your vote electronically

After successful login, you will be able to see the notification for e-voting on the home page of INSTA Vote. Select/ View “Event No” of the company, you choose to vote.
On the voting page, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.

Cast your vote by selecting appropriate option i.e. Favour/Against as desired.

You may also choose the option 'Abstain' and the shares held will not be counted under ‘Favour/Against'.

If you wish to view the entire Resolution details, click on the 'View Resolutions’ File Link.

~~5~~

After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “YES”, else to change your vote, click on “NO” and accordingly modify your vote.
Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.
You can also take the printout of the votes cast by you by clicking on “Print” option on the Voting page.

v General Guidelines for Unsecured Creditors:

During the voting period, unsecured creditors can login any number of time till they have voted on the resolution(s) for a particular “Event”.
Where Unsecured Creditors other than Individuals, HUF, NRI are required to cast their vote through Postal Ballot, they are required to send certified true copy of the board resolution /authority letter/power of attorney etc. of the duly authorised representative(s).
In case the unsecured creditors have any queries or issues regarding e-voting, please refer the Frequently Asked Questions (“FAQs”) and Instavote e-voting manual available at https://instavote.linkintime.co.in, under Help section or write an email to [email protected].
NCLT has appointed Mr. Abhishek Mittal as a Scrutinizer for the purposes of scrutinizing the remote e-voting and voting through postal ballot.
The Scrutinizer appointed for Voting Process (i.e. Postal Ballot and e-voting), will submit his report to the Chairman upon completion of scrutiny, in a fair and transparent manner, of voting not later than forty eight hours from the conclusion of the voting. The Chairman shall announce the results of Voting and the results shall be placed at the Registered Office and Corporate Office of the Company. The Resolution, if approved by the requisite majority, shall be deemed to have been passed on Tuesday, July 07, 2020, being the last date specified for receipt of duly completed Postal Ballot Forms/e-voting.
The result will also be posted on the Applicant Company's website, Link Intime India Private Limited website, besides communicating the same to the BSE Limited and National Stock Exchange of India Limited.

~~6~~

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI BENCH COMPANY APPLICATION NO. CA/CAA/48/ND/2020

In the Matter of the Companies Act, 2013 (18 of 2013)

And

In the Matter of Sections 230 – 232, Section 234 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements, Amalgamations) Rules, 2016

And

In the Matter of Part II Section (4) of the XIV Schedule and the other applicable provisions of the Mauritius Companies Act, 2001

And

In the matter of Scheme of Amalgamation between

RightMatch Holdings Limited Company Identification number: C24307

(Transferor Company) And R Systems International Limited (hereinafter referred to as (Transferee Company/ “R Systems”) Applicant Company)

And

Their Respective Shareholders and Creditors

Explanatory Statement under Sections 230 to 232, Section 234 and 102 of the Companies Act, 2013 Read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

1. Pursuant to Order dated May 22, 2020 passed by the Hon’ble National Company Law Tribunal at New Delhi Bench, in Company Application No. CA/CAA/48/ND/2020 filed by R Systems International Limited, voting of Unsecured Creditors of R Systems International Limited, is being conducted through Postal Ballot and E-Voting from Monday, June 08, 2020 at 10:00 A.M. to Tuesday, July 07, 2020, at 05:00 P.M., for the purpose of considering and if thought fit, approving, with or without modification(s), the amalgamation embodied in the proposed Scheme of Amalgamation between RightMatch Holdings Limited and R Systems International Limited and their respective shareholders and creditors (hereinafter referred to as the “Scheme” or “Scheme of Amalgamation”).

2. This statement is being furnished as required under Sections 230 – 232 and 234 of the Companies Act, 2013 (the “Act”), read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

3. The Scheme envisages the amalgamation between RightMatch Holdings Limited and R Systems International Limited pursuant to Sections 230 to 232, Section 234 and other applicable provisions, if any, of the Companies Act, 2013 and Part II Section (4) of the XIV Schedule and the other applicable provisions of the Mauritius Companies Act, 2001.

4. A copy of the Scheme, which has been approved unanimously by the Board of Directors of the Transferor Company and Transferee Company at their Meeting, held on October 24, 2019 and October 25, 2019, respectively, is attached as Annexure - I.

5. Particulars of the RightMatch Holdings Limited

5.1. RightMatch Holdings Limited (i.e. Transferor Company)
- (a) RightMatch Holdings Limited (hereinafter referred to as “RightMatch” or “Transferor”) was incorporated on April 10, 2000 under the Mauritius Companies Act 2001, having its registered office at IFS Court, Bank Street, Twenty Eight, Cyber City, Ebene - 72201. The Transferor Company is a Private Limited Company having Corporate Identity Number C24307 and e-mail id is [email protected].

~~7~~

(b) The Principle activity of the Transferor Company is that of investment holding.
(c) There has been no further change in the name, object and the registered office address of RightMatch in the last five (5) years.
(d) RightMatch forms part of the promoter and promoter group of R Systems. It presently holds 8,828,489 equity shares constituting about 7.38% of the total paid up equity share capital of R Systems.
(e) The share capital of the Transferor Company as on May 22, 2020 is as follows:

Particulars	Amount in USD
Issued and fully paid:
5,609,550 ordinary shares of USD 1 each	5,609,550
Total	5,609,550

(f) The list of Directors of the Transferor Company as on May 22, 2020 is as follows:

S. No.	Name	Address	Date of Appointment
1	Satinder Singh Rekhi	2051, Last Chance Court Gold River California 95670 (USA)	10/04/2000
2	Harpreet Rekhi	2051, Last Chance Court Gold River California 95670 (USA)	10/04/2000
3	Sartaj Singh Rekhi	2051, Last Chance Court Gold River California 95670 (USA)	10/04/2000
4	Ramneet Singh Rekhi	2051, Last Chance Court Gold River California 95670 (USA)	27/02/2006
5	Sangeeta Bissessur	Allee Brillant Castle, Mauritius	19/02/2013
6	Zakir Niamut	Shivala Road, Triolet, Mauritius	30/08/2013

6. Particulars of R Systems

6.1. R Systems International Limited (i.e. Transferee Company)
(a) R Systems International Limited (hereinafter referred to as “R Systems” or “Applicant Company”) was incorporated on May 14, 1993 under the Companies Act, 1956, having its registered office at GF-1-A, 6, Devika Tower, Nehru Place, New Delhi – 110019. The Applicant Company is a public Limited Company having Corporate Identity Number L74899DL1993PLC053579. The e-mail id is [email protected] and the Permanent Account Number of the Applicant Company is AABCR9541B. The website of the Applicant Company is www.rsystems.com.
(b) R Systems is a Software Technology Company engaged in providing IT Services & Solutions and ITenabled Services. The summary of the main objects of the Applicant Company as per the Memorandum of Association is as follows:
To carry on the business of sale, purchase, assemble, hire purchase, import, export, stockists, distributors, designers, agents, traders, exchangers and jobbers in all kinds of computers, computer software development, conversion, data entry, software implementation, system study, software documentation and related components, computer systems, computer peripherals, integrated circuits, process controllers, computer printers, transformers, monitors, uninterrupted power supply systems, computer components, computer based systems, to deal in other office automation machines, printers, computer stationery, computer furniture, ribbons, diskettes, magnetic tapes and other related items in India and abroad.
To carry on business of long term and short term maintenance of computer system and associated equipment, replacement and services of computers, computer peripherals, related electrical equipment and items in India and abroad.

~~8~~

To carry on the business of running computer bureaus, hiring of computer time and service, data processing, system analysis and design, programming, data storage and computer output microfilmings in India and abroad.
To provide consultancy services in India and abroad on selection of computer systems, software, media, peripherals and allied items, computer personnel and on computerisation in general.
To hold seminars, courses, training institutions and business conferences for training in computer and office automation, computer programming, system analysis, operational research, computer operations, data entry operations, operations and other computer related activities in India and abroad.
To carry on the business of providing software and hardware personnel to work at customer sites in India and abroad.
To provide consultancy services in India and abroad on preparation of project report, computer systems, software, media, peripherals and allied items, computer personnel and on computerisation in general.
To give on lease the computers hardwares and software to other parties and/or companies and to sell hardwares and softwares to its customers and other parties in India and elsewhere and to act as export house of computer including its softwares and hardwares.
To carry on the business of providing and running remote processing services whether information technology enabled or otherwise, including but not limited to establishing and operating interactive call centres, data processing centres, business process outsourcing, remote customer support services, internet and E-commerce support services, including but not limited to hosting and application services.
To carry on the business of providing and running services relating to Multimedia networks, Telecommunication networks, cable networks and internet services.
To carry on the business of providing and supply of end-to-end information technology solutions including turnkey solutions, systems integration and development of software, computer hardware, peripherals, networking and communication components, cabling and power supply equipments, appropriate fixtures, metering and monitoring devices, conventional and broadband wireless, wire line and optical communication equipments. To enter into any arrangement by way of turnkey project involving supply of plant and merchandise, technical, civil, financial, administrative, information, knowledge and experience and to undertake the same for clients.
To carry on the business as business consultants, market research consultants, business transfer agents, valuers and to act as intermediaries in the introduction of sellers, purchasers, partners and employees.
To carry on the business of Human Resource Development and Management, setting up of education and training institutions, and to provide services for placement of manpower.
To provide or procure the provision by others of every and any service, need, want or requirement of any business nature required by any person, firm or company in or in connection with any business carried on by them.
(c) There has been no change in the name and object of the Applicant Company in the last five (5) years. The Company has shifted its registered office from B - 104A, Greater Kailash - I, New Delhi - 110 048 to GF-1-A, 6, Devika Tower, Nehru Place, New Delhi-110019 w.e.f. April 23, 2019.
(d) It may be noted that the Applicant Company is a listed public Company and its securities are listed on BSE Limited and National Stock Exchange of India Limited.

~~9~~

(e) The Share Capital of Applicant Company as on May 22, 2020, is as under:

Particulars Authorised Capital 206,000,000 EquityShares of Re. 1/- each Total Authorised Capital Issued, Subscribed and Paid-up Capital 119,613,945 EquityShares of Re.1/- each fully paid up Total Issued, Subscribed and Paid-up Capital	Amount in Rs.

	206,000,000
	206,000,000

	119,613,945
	119,613,945

(f) The list of Directors of the Applicant Company as on May 22, 2020:

Name	Address	DIN No.	Date of Appointment
Satinder Singh Rekhi	2051, Last Chance Court, Gold River, California 95670(USA)	00006955	14/05/1993
Baldev Singh	A-8, Sector -23, Noida (UP) – 201301 (India)	00006966	01/09/1997
Avirag Jain	B-27, Sector -53,NOIDA, Uttar Pradesh -201301(India)	00004801	03/08/2017
Ruchica Gupta	D-55/C Hauz Khas, New Delhi – 110016 (India)	06912329	07/07/2014
Kapil Dhameja	207 Vaishali, Pitampura, Delhi-110034 (India)	02889310	29/06/2016
Aditya Wadhwa	D 1092, New Friends Colony, Delhi 110065(India)	07556408	29/06/2016

(g) Pursuant to SEBI Circular and the Listing Regulations, the detailed pre scheme and post scheme (expected) capital structure and shareholding pattern of the Applicant Company is given herein below:

Category of Shareholder	No. of Shares held	No. of Shares held	Total Shareholding as a % of total no. of Shares	Total Shareholding as a % of total no. of Shares
	Pre-Merger*	Post-Merger	Pre- Merger*	Post-Merger
		(indicative)		(indicative)
Promoter and Promoter Group
Individuals / Hindu Undivided Family	41,066,024	49,894,513	34.33	41.71
Bodies Corporate	8,828,489	-	7.38	0.00
Trusts	11,818,061	11,818,061	9.88	9.88
Total(A)	61,712,574	61,712,574	51.59	51.59
Public
Institutions (Foreign Portfolio Investor/ Financial Institutions / Banks)	-	-	0.00	0.00
Bodies Corporate	2,256,356	2,256,356	1.71	1.71
Public (Individuals, NR, NRI,HUF)	55,629,845	55,629,845	46.51	46.51
Others (Clearing Member/IEPF)	15,170	15,170	0.01	0.01
Total(B)	57,901,371	57,901,371	48.41	48.41
Total Share Capital (A+B)	119,613,945	119,613,945	100.00	100.00

Pre Scheme Shareholding Structure is based on the weekly shareholding details as on May 15, 2020.

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7. Submissions, Approvals and Other Information:

(a) Summary of Valuation Report of a registered valuer including basis of Valuation and the Fairness Opinion:

The Board of Directors of the Applicant Company at their Meeting held on October 25, 2019 have approved the Valuation Report dated October 24, 2019 issued by Jain Gandharv & Associates in the capacity of Chartered Accountants to comply with the SEBI guidelines and by Gandharv Jain in the individual capacity as Registered Valuer to comply with the applicable provisions of the Companies Act, 2013. The Valuation Report is attached as Annexure II. The Fairness Opinion dated October 25, 2019 has been issued by Corporate Professionals Capital Private Limited. The Fairness Opinion is attached as Annexure III.

(b) As required by the SEBI Circular, the Applicant Company has filed the Complaints Report (indicating NIL complaint) with BSE Limited on January 06, 2020 and National Stock Exchange of India Limited on January 29, 2020. After filing of the Complaints Report, the Company has received NIL complaints. A copy of the aforementioned Complaints Report is enclosed herewith as Annexure-IV. The Said Complaints Report is also - -
available on the website of the Company i.e. https://www.rsystems.com/investors info/corporate governance/ schemes-of-amalgmation-arrangement-capital-reduction.
(c) Pursuant to the Circular Number CFD/DIL3/CIR/2017/21 dated March 10, 2017, as amended from time to time, issued by the Securities and Exchange Board of India (“SEBI Circular”) read with Regulation 37 of SEBI Listing Obligations and Disclosure Requirements, the Applicant Company had filed necessary applications before the BSE Limited and National Stock Exchange of India Limited seeking its No-Objection to the Scheme. It received Observation Letter dated February 17, 2020 from BSE Limited and National Stock Exchange of India Limited. Copy of the aforesaid Observation Letters are enclosed herewith as Annexure-V.
(d) As per the terms of Observation Letter, SEBI/ Stock Exchanges have given no objection to the Scheme and has advised the Applicant Company to comply with the provisions of the SEBI Circular.
(e) Copy of report of Board of Directors of R Systems International Limited as per provisions of Section 232(2)(c) of the Companies Act, 2013 is enclosed herewith as Annexure VI.
(f) Copy of audited financials of R Systems International Limited as at December 31, 2019 along with audited financial results for the quarter ended on March 31, 2020 and audited financials of RightMatch Holdings Limited as at July 31, 2019 are attached as Annexure VII. The Financial Statements of the Transferee Company and the Transferor Companies are also available on the website of the Transferee Company www.rsystems.com.

8. The amount due by the Applicant Company to its Unsecured Creditors as on December 31, 2019 was INR 40,627,125 (Rupees Four Crore Six Lakh Twenty Seven Thousand One Hundred Twenty Five only) and to its Secured Creditors as on December 31, 2019 was INR 13,196,646/- (Rupees One Crore Thirty One Lakh Ninety Six Thousand Six Hundred Forty Six only).

9. The proposed Scheme does not contemplate any corporate debt restructuring exercise.

10. Key extract of Scheme of Amalgamation and relationship between Transferor Company and Transferee Company.

The Scheme provides, inter alia, for:

(a) The Scheme envisages amalgamation of RightMatch and R Systems pursuant to Sections 230 to 232, Section 234 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, Section 261 to 264, Part II Section (4) of the XIV Schedule and the other applicable provisions of the Mauritius Companies Act, 2001.
(b) “Appointed Date” means January 1, 2020 being the date with effect from which RightMatch shall stand amalgamated into and with R Systems in terms of this Scheme, upon sanction of the Scheme by the NCLT and Supreme Court of Mauritius and the Scheme coming into effect.

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(c) “Effective Date” means the last of the dates on which conditions specified in Clause 21 (of the scheme) are complied with. Any references in this Scheme becoming “effective” or “effectiveness of this Scheme” shall mean and refer to effective Date.
(d) Clause 6 of the Scheme – Consideration
6.1 Upon this Scheme becoming effective and upon amalgamation of Amalgamating Company with Amalgamated Company, in terms of this Scheme Amalgamated Company shall, without any further application, act or deed, issue and allot Equity Shares in dematerialized form to the members of Amalgamating Company whose names appear in the Register of its members on the Effective Date or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as aforesaid in the following manner (hereinafter referred as New Equity Shares):-

“8,828,489 (Eight million eight hundred twenty-eight thousand four hundred eighty-nine only) fully paid up equity shares of the face value of Re. 1/- (Rupee One) each of R Systems International Limited to be issued and allotted to the Equity Shareholders of RightMatch Holdings Limited in the proportion of their respective equity shareholding in RightMatch Holdings Limited”

6.2 The fractional entitlement, if any, to which shareholders of the Amalgamating Company may become entitled to upon issue of New Equity Shares pursuant to Clause 6.1 above would be rounded off by the Amalgamated Company to the nearest integer. However, in no event, the number of New Equity Shares to be allotted by the Amalgamated Company to the shareholders of the Amalgamating Company shall exceed the total number of equity shares held by the Amalgamating Company in the Amalgamated Company.
6.3 The new Equity Shares in the Amalgamated Company, to be issued to the members of the Amalgamating Company pursuant to Clause 6.1 above, shall be subject to the Memorandum and Articles of Association of the Amalgamated Company and shall rank pari passu, with the existing equity shares of the Amalgamated Company.
6.4 Upon New Equity Shares being issued and allotted by the Amalgamated Company to the shareholders of the Amalgamating Company, in accordance with Clause 6.1 above, the investment held by the Amalgamating Company in the share capital of the Amalgamated Company shall, without any further application, act, instrument or deed stand cancelled. The shares of Amalgamated Company held by the Amalgamating Company in dematerialized form shall be extinguished, on and from such issue and allotment of New Equity Shares.
6.5 Such reduction of share capital of Amalgamated Company as provided in Clause 6.4 above shall be effected as an integral part of the Scheme and the orders of NCLT sanctioning the Scheme shall be deemed to be an order under Section 66 and any other applicable provisions of the Act confirming the reduction. The Amalgamated Company shall not be required to add the words “and reduced” as a suffix to its name consequent upon such reduction.
6.6 Upon New Equity Shares being issued and allotted by the Amalgamated Company to the members of the Amalgamating Company, in accordance with Clause 6.1, the share certificates in relation to the shares held by the said members in the Amalgamating Company shall be deemed to have been cancelled and extinguished and be of no effect on and from such issue and allotment.
6.7 New Equity Shares to be issued by the Amalgamated Company pursuant to Clause 6.1 above shall be issued in dematerialized form by the Amalgamated Company. In that relation, the members of the Amalgamating Company shall be required to have an account with a depository participant and shall be required to provide details thereof and such other confirmations as may be required.
6.8 New Equity Shares of the Amalgamated Company issued in terms of Clause 6.1 of this Scheme will be listed and/ or admitted to trading on the NSE and BSE where the shares of the Amalgamated Company are listed and/or admitted to trading in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018.

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6.9 The Amalgamated Company shall enter into such arrangements and give such confirmations and/or undertakings as may be necessary in accordance with the applicable laws or regulations for complying with the formalities of the said Stock Exchanges. On such formalities being fulfilled the said Stock Exchanges shall list and/or admit such New Equity Shares for the purpose of trading.
6.10 The issue and allotment of equity shares by the Amalgamated Company to the members of the Amalgamating Company pursuant to Clause 6.1 above is an integral part of this Scheme.
6.11 The approval of this Scheme by the members of the Amalgamated Company shall be deemed to be due compliance of the provisions of section 62 of the Companies Act, 2013 and other relevant and applicable provisions of the Act for the issue and allotment of equity shares by the Amalgamated Company to the members of the Amalgamating Company, as provided in this Scheme.

(e) Rationale for the Scheme of Amalgamation

This Scheme of Amalgamation (hereinafter called ‘the Scheme’) is presented under Sections 230 – 232 and 234 and other applicable provisions, if any, of the Indian Act (as defined in clause 1.1 hereinafter) and Sections 261 to 264 and other applicable provisions, if any, of the Mauritius Act (as defined in clause 1.7 hereinafter), for amalgamation of RightMatch into and with R Systems. The Indian Act enables a foreign transferor company to merge into an Indian transferee company.
RightMatch forms part of the promoter and promoter group of R Systems. It presently holds 8,828,489 equity shares constituting about 7.34%[1] of total paid-up equity share capital of R Systems.
Pursuant to the proposed amalgamation, individual shareholders of RightMatch who are part of the promoter and promoter group of R Systems (‘Promoters’) would directly hold the shares in R Systems which are currently held by RightMatch in the same proportion as they currently hold shares in RightMatch.
This amalgamation would not only lead to simplification of the shareholding structure and reduction of shareholding tiers but also demonstrate the Promoter’s direct commitment to and engagement with R Systems. It would also result in overall reduction in administrative, managerial and other expenditure and operational rationalization, organizational efficiency and optimum utilization of various resources.
There would be no change in the Promoter and Promoter Group shareholding of R Systems as a result of amalgamation of RightMatch into R Systems. The promoters and Promoter Group of R Systems would continue to hold the same percentage of shares in R Systems, pre and post the amalgamation of RightMatch into R Systems.
All costs, charges, taxes including duties, levies and all other expenses, if any, arising out of or incurred in connection with and implementing this Scheme and matters incidental thereto shall be borne by RightMatch and / or its members. No cost, charges, taxes pertaining to the Scheme shall be borne by R Systems.
Further, the Scheme also provides that Promoters shall indemnify R Systems and keep R Systems indemnified for any contingent liabilities and obligations including all demands, claims, suits, proceedings etc. which may be made or instituted by any third party(ies) including governmental authorities on R Systems and are directly relatable to RightMatch or which may devolve on R Systems on account of this amalgamation.
In consideration of the above mentioned rationale, this Scheme between RightMatch and R Systems is being proposed in accordance with the terms set out hereunder.

1 As per the NCLT order dated January 28, 2020, the paid up share capital of R Systems is reduced from 120,337,925 equity shares to 119,598,945 equity shares. Further, pursuant to fresh allotment of shares under ESOP scheme the total paid up capital increased from 119,598,945 equity shares to 119,613,945 equity shares. Pursuant to such reduction and fresh allotment, the share percentage of RightMatch has increased from 7.34% to 7.38%, however the number of shares of RightMatch in R Systems remains the same.

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(f) Clause 21 of the Scheme – Conditionality of the Scheme

The Scheme is and shall be conditional upon and subject to:-

21.1 The Scheme being approved by the requisite majorities in number and value of such classes of persons including the respective members and/ or creditors of the Amalgamating Company and the Amalgamated Company as prescribed under the Indian Act and relevant provisions of the Mauritius Act and as may be directed by the NCLT and Supreme Court of Mauritius or any other appropriate authority in the Relevant Jurisdiction as may be applicable.
21.2 The sanction of this Scheme by the NCLT and the Supreme Court of Mauritius.
21.3 Certified or authenticated copy of the Order of the NCLT sanctioning the Scheme being filed with the Registrar of Companies by the Amalgamated Company.
21.4 Compliance by the Amalgamating Company of all necessary and applicable provisions of its applicable law including without limitation, all necessary filings to be made under applicable law of Mauritius.
21.5 The requisite, consent, approval or permission of the Central Government or any other statutory or regulatory authority including the Reserve Bank of India, which by law may be necessary for the implementation of this Scheme.

The features set out above being only the salient features of the Scheme of Amalgamation, the Unsecured Creditors of R Systems International Limited are requested to read the entire text of the Scheme of Amalgamation to get themselves fully acquainted with the provisions thereof.

11. Relationship between the parties

RightMatch forms part of the promoter group of R Systems. It presently holds 8,828,489 equity shares constituting about 7.38% of total paid-up equity share capital of R Systems.

12. The Board of Directors of the Amalgamating Company and the Amalgamated Company have decided to amalgamate the Amalgamating Company together with its business and undertakings, with the Amalgamated Company, so as to achieve benefits as set out in ‘Rationale of the Scheme of Amalgamation’ that forms part of the proposed Scheme of Amalgamation annexed.

13. The Scheme does not have a prejudicial effect on the key managerial personnel, directors, promoters, non-promoter members, creditors, employees of the Applicant Company, as no sacrifice or waiver is, at all, called from them nor are their rights sought to be modified in any manner.

14. None of the Directors, Promoters, Key Managerial Personnel, their relatives, Creditors and Employees of the Applicant Company respectively have any material interest, financial or otherwise, in the Scheme, save to the extent of shares held by them in the Applicant Company, if any.

15. No investigation proceedings have been instituted or are pending in relation to the Applicant Company under erstwhile Companies Act, 1956 and/ or under the Companies Act, 2013.

16. In accordance with the provisions of Sections 230 to 232, Section 234 of the Companies Act, the Scheme shall be acted upon only if a majority in number representing three fourths in value of the Unsecured Creditors of the Applicant Company, voting by postal ballot or E-voting, agree to the Scheme.

17. On the Scheme being approved by the requisite majority of the Equity shareholders, Secured Creditors and Unsecured Creditors of the Applicant Company, the Applicant Company shall file a petition with the NCLT, New Delhi for sanction of the Scheme under Sections 230 to 232, Section 234 and other applicable provisions of the Indian Companies Act, 2013 and applicable provisions of The Mauritius Companies Act.

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18. As per Companies (Compromises, Arrangements and Amalgamation) Rules, 2016, the following documents are available for inspection by the Unsecured Creditors of Applicant Company at the Registered Office and Corporate Office of the Applicant Company and at the Lawyer’s Office between 10:00 A.M to 5:00 P.M on all working days, up to Tuesday, July 07, 2020 (except Saturdays, Sundays and public holidays):

(i) Copy of audited financial results for the quarter ended March 31, 2020 and audited financial statements of R Systems for year ended December 31, 2019 and audited financial statements of RightMatch as at July 31, 2019.
(ii) Copy of the Order of the NCLT, New Delhi dated May 22, 2020, passed in Company Application No. CA/ CAA/48/ND/2020 directing the voting of the Unsecured Creditors of R Systems International Limited.
(iii) Scheme of Amalgamation between RightMatch Holdings Limited and R Systems International Limited and their respective shareholders and creditors.
(iv) Valuation Report dated October 24, 2019 issued by Jain Gandharv & Associates in the capacity of Chartered Accountants to comply with the SEBI guidelines and by Gandharv Jain in the individual capacity as Registered Valuer to comply with the applicable provisions of the Companies Act, 2013.
(v) Fairness Opinion from Corporate Professionals Capital Private Limited dated October 25, 2019.
(vi) Certificate issued by the Auditor of the Applicant Company to the effect that the accounting treatment proposed in the Scheme of Amalgamation is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013.

19. It is further provided that there are no other contracts or agreements that are material to the proposed Scheme.

20. It is confirmed that the copy of the Scheme, as approved by Board, has been filed with the Registrar of Companies, New Delhi and Haryana by the Applicant Company on May 22, 2020.

21. In compliance with the requirement of Section 230(5) of the Companies Act, 2013 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, notice in the prescribed form and seeking approvals, sanctions or no-objections shall be served to the concerned regulatory and government authorities for the purpose of the proposed Scheme.

22. No other approvals from regulators or governmental authorities are required at this stage nor any have been received or are pending in respect of the proposed Scheme at this stage.

23. In view of the information provided hereinabove and the documents attached along with this Notice and Explanatory statement, the requirement of Sections 230 to 232, Section 234 and 102 of the Companies Act, 2013 and rules made thereunder have been complied with.

Sd/-

SP Singh Chawla

(Chairperson appointed for the voting)

Place: NOIDA

Dated: May 30, 2020

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Annexure I

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Annexure II

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Annexure III

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Annexure IV

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R SYSTEMS INTERNATIONAL LIMITED

Corporate Identity Number: L74899DL1993PLC053579 [CMMI Level 5, PCMM Level 5, ISO 9001:2015 & ISO 27001:2013 Company] C-40, Sector-59, NOIDA, Distt. Gautam Budh Nagar, U.P. lndia-201307 Fax: +91-120-4082699 Phones: +91-120-4303500 I Email: [email protected]

Regd. Off.: GF-1-A, 6, Devika Tower, Nehru Place, New Delhi-110019

REF: SECT /01/2020/03

JANUARY 06, 2020

To, The General Manager, Department of Corporate Services, BSE Limited P.J. Towers, Dalal Street, Mumbai - 400 001

BSE Scrip Code: 532735

Dear Sir,

SUB: SUBMISSION OF COMPLAINT REPORT WITH RESPECT TO APPLICATION UNDER REGULATION 37 OF SEBI (LISTING OBLIGA TIO NS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 FOR SCHEME OF AMALGAMATION BETWEEN RIGHTMATCH HOLDINGS LIMITED AND R SYSTEMS INTERNATIONAL LIMITED AND THEIR RESPECTIVE

SHAREHOLDERS AND CREDITORS

This is with reference to the Application/ Case No. 101782 placed on the website of the BSE Limited on December 12, 2019 with respect to Scheme of Amalgamation between RightMatch Holdings Limited and R Systems International Limited and their respective shareholders and creditors ("Scheme").

In this regard, we are enclosing Complaints Report indicating Nil Complaints pursuant to SEBI Circular No. CFD/DIL3/CIR/2017 /21 dated March 10, 2017 for period commencing from December 12, 2019 to January 02, 2020.

We request you to take the same on record and provide us the in-principle approval/ No Objection Letter for the abovementioned Scheme.

Thanking You,

Yours Truly,

For R Systems International Limited

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Bhasker Dubey

(Company Secretary & Compliance Officer)

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Annexure V
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Annexure VI

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF R SYSTEMS INTERNATIONAL LIMITED AT ITS MEETING HELD ON OCTOBER 25, 2019

AT 11:30 A.M. AT C-40, SECTOR -59, NOIDA-201307 AS PER THE PROVISIONS OF SECTION 232(2)(c) OF THE COMPANIES ACT, 2013

A meeting of the Board of Directors of R Systems International Limited (“Board”) was held on October 25, 2019 wherein the Board approved the proposed Scheme of Amalgamation between RightMatch Holdings Limited (“RightMatch” or “Transferor Company”) and R Systems International Limited (“R Systems” or “Transferee Company”) and their respective shareholders and creditors (“Scheme”).

In terms of Section 232(2)(c) of Companies Act, 2013 (the “Act”), a report from the Board of R Systems explaining the effect of the compromise on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders has to be appended with the notice to shareholders. Further the said report has to specify any special valuation difficulties, if any, in the valuation. This report of the Board is made in order to comply with the requirements of Section 232(2)(c) of the Act.
Having regard to the aforesaid provision, the following was discussed by the Board of Directors in their meeting held on October25, 2019:
For the purposes of the Scheme, a valuation report was obtained on October 24, 2019 issued by Jain Gandharv & Associates in the capacity of Chartered Accountants to comply with the SEBI guidelines and by Gandharv Jain in the individual capacity as Registered Valuer to comply with the applicable provisions of the Companies Act, 2013. The valuation report provided the following share entitlement ratio:-

“ - 8,828,489 (Eight million eight hundred twenty eight thousand four hundred - eighty nine only) fully paid up equity shares of the face value of Re. 1 (Rupee One) each of R Systems International Limited to be issued and allotted to the Equity Shareholders of RightMatch Holdings Limited in the proportion of their respective equity shareholding in RightMatch Holdings Limited”

Thus, pursuant to Amalgamation, the equity shares of Transferee Company held by Transferor Company shall stand cancelled and accordingly the equity share capital of Transferee Company to the extent of face value of shares held by Transferor

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Company shall be substituted by the equivalent No. of Equity Shares being issued

by Transferee Company to shareholders of Transferor Company.

Fairness Opinion is obtained from Corporate Professionals Capital Private Limited which provided:-

“…….we have reviewed the valuer's Report on Share Entitlement ratio issued by the Jain Gandharv & Associates in the capacity of Chartered Accountants to comply with the SEBI guidelines and by Gandharv Jain in the individual capacity as Registered Valuer, and are of the opinion that the share entitlement Report is fair and reasonable from the perspective of Equity Shareholders of R Systems International Ltd."

As far as the shareholders of the Company are concerned (Promoters as well as Non-Promoters), there would not be any dilution of shareholding of R Systems pursuant to the Scheme and the interest of shareholders of the company remains unaffected.
The Scheme would not have any effect on the Key Managerial Personnel of the Company except for issue of shares to them in lieu of their shareholding in Transferor Company.

For R Systems International Limited

Sd/-

Lt. Gen. Baldev Singh (Retd.) (President & Senior Executive Director) (DIN:00006966)

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Total	662.95 59.40 (25.10)	697.25	180.93 (11.92)	866.26	404.50 68.22 (23.74)	448.98	82.96 (10.40)	521.54		248.27	344.72
Office equipment	33.90 4.37 (2.21)	36.06	3.11 (0.31)	38.86	25.00 4.27 (2.06)	27.21	4.18 (0.28)	31.11		8.85	7.75
Vehicles2	46.80 8.84 (4.78)	50.86	18.57 (5.46)	63.97	18.30 5.90 (3.57)	20.63	7.04 (4.00)	23.67		30.23	40.30
Computers	317.99 44.01 (18.08)	343.92	133.68 (6.15)	471.45	219.10 47.29 (18.08)	248.31	59.18 (6.12)	301.37		95.61	170.08
Furniture and fittings1	89.07 2.18 (0.01)	91.24	22.07 -	113.31	73.13 2.21 (0.01)	75.33	4.11 -	79.44		15.91	33.87
Electric Installation	19.75 - (0.01)	19.74	- -	19.74	17.46 0.50 (0.01)	17.95	0.27 -	18.22		1.79	1.52
Plant and equipment	55.09 - (0.01)	55.08	3.50 -	58.58	23.38 4.10 (0.01)	27.47	4.24 -	31.71		27.61	26.87
Buildings and leasehold improvements	85.77 - -	85.77	- -	85.77	24.98 3.78 -	28.76	3.80 -	32.56		57.01	53.21
Leasehold land	14.58 - -	14.58	- -	14.58	3.15 0.17 -	3.32	0.14 -	3.46		11.26	11.12	Amount	15.73	17.94
Particulars	At cost Gross Block As at January 01, 2018 Additions Deletions	As at December 31, 2018	Additions Deletions	As at December 31, 2019	Accumulated Depreciation As at January 01, 2018 Charge for the year Deletions	As at December 31, 2018	Charge for the year Deletions	As at December 31, 2019	Net block	As at December 31, 2018	As at December 31, 2019		As at December 31, 2018	As at December 31, 2019

~~112~~

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

3 (c). Investment property	(Rs. in million)
Particulars	As at December 31, 2019 As at December 31, 2018
Balance at beginning of the year Additions Balance at the end of year Accumulated depreciation Balance at beginning of the year Charge for the year Balance at the end of year Net block Cost of land and building given on operating lease	35.96 35.96 - -
	35.96 35.96
	12.65 11.18 1.47 1.47
	14.12 12.65
	21.84 23.31

Measurement of fair values

Investment property consists of land and building situated at Pune, India and is accounted for at cost. The Company has estimated that the fair value of investment property as at December 31, 2019 was Rs. 95.50 million (Previous year: Rs. 95.50 million). The fair value has been determined based on current prices in an active market for similar properties. The fair value measurement for the investment property has been categorised as a Level 2.

3 (d). Intangible assets

3 (d). Intangible assets
	(Rs. in million)
Particulars	As at December 31, 2019 As at December 31, 2018
Software (at cost) Gross Block Balance at beginning of the year Additions Deletions Balance at the end of year Accumulated amortisation Balance at beginning of the year Charge for the year Deletions Balance at the end of year Net block	135.33 134.88 0.90 0.57 - (0.12)
	136.23 135.33
	133.64 130.44 1.48 3.32 - (0.12)
	135.12 133.64
	1.11 1.69

~~113~~

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

				(Rs. in million)	(Rs. in million)
Particulars		As at December 31, 2019		As at December 31, 2018
4.	Investments A. Non-current investments Unquoted investments (fully paid), measured at FVTPL Investment in Saraswat Co-operative Bank Ltd 2,500 (previous year 2,500) shares of Rs. 10 each fully paid up 0.03 Total Investment measured at FVTPL 0.03 Investment in subsidiaries, measured at cost (i) Investment in R Systems, Inc., USA 2,150 (previous year 2,150) shares of "no par" value 281.17 (ii) Investment in R Systems (Singapore) Pte. Ltd., Singapore 5,780,768 (previous year 5,780,768) ordinary shares of "no par" value 274.56 (iii) Investment in R Systems Technologies Limited, USA 243,750 (previous year 243,750) common stock of "no par" value 10.79 Less: Provision for diminution in the value of investment (10.78) 0.01 (iv) Investment in ECnet Limited, Singapore 63,891,260 (previous year 63,891,260) ordinary shares of "no par" value 36.34 Less: Provision for diminution in the value of investment (5.53) 30.81 (v) Investment in Computaris International Limited, UK 66,500 (previous year 66,500) ordinary shares of GBP 0.01 each fully paid up 350.63 (vi) Investment in RSYS Technologies Limited, Canada 58.18 200 (previous year 200) Class A common shares of CAD 1 each fully paid up 25 (previous year 25) Class B preferred shares of CAD 3,992 each fully paid up 250 (previous year 250) Class B preferred shares of CAD 4,000 each fully paid up (vii) Investment in IBIZ Consultancy Services India Private Limited (refer to note 0.47 50,000 (previous year Nil) equity shares of Rs. 10 each fully paid Total investment measured at cost 995.83 Aggregate carrying value of Non-current unquoted investments 995.86 Provision for investments 16.31 Note: B. Current Investment Quoted investment in mutual funds, measured at FVTPL 30,223 (previous year 18,376) units of SBI Premier Liquid Fund 92.38 22,709 (previous year 14,627) units of HDFC Liquid Fund 87.17 223,226 (previous year 115,669) units of ICICI Prudential Liquid Fund 64.65 205,428 (previous year 106,472) units of Aditya Birla Sunlife Liquid Fund 64.73 15,428 (previous year 15,428) units of Axis Liquid Fund 33.52 Total investment in Mutual funds 342.45 Total current investment (quoted) 342.45 During the year, the Company has acquired shares of its step down subsidiary IBIZ Consultancy Servic Consequent to the acquisition, IBIZ Consultancy Services India Private Limited has become a direct subsidiary of		0.03	0.03 0.03 281.17 274.56 10.79 (10.78) 0.01 36.34 (5.53) 30.81 350.63 58.18 - 995.36 995.39 16.31 52.64 52.63 31.41 31.41 31.41 199.50 199.50 es India Private Limited. the Company.	0.03
			0.03		0.03
			342.45		199.50

			342.45		199.50

~~114~~

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

	(Rs. in million)
Particulars	As at December 31, 2019 As at December 31, 2018
5. Other non-current financial assets Unsecured, considered good Security deposits Margin money deposits (refer to Note 8b) Interest accrued on fixed deposits Staff advance 6. Other non-current assets Unsecured, considered good Capital advances Prepaid expenses 7. Trade receivables (Unsecured) Considered good Credit impaired Less: Allowance for doubtful debts (expected credit loss allowance)	23.00 18.53 46.55 45.20 1.83 1.57 0.13 0.29
	71.51 65.59
	9.92 40.64 27.44 7.32
	37.36 47.96
	573.57 621.13 2.41 18.19 (2.41) (18.19)
	573.57 621.13

Refer to Note 31 for related party balances.

The Company uses a provision matrix to determine impairment loss on portfolio of its trade receivable. The provision matrix is based on its historically observed default rates over the expected life of the trade receivable and is adjusted for forward-looking estimates. At every reporting date, the historically observed default rates are updated and changes in forward-looking estimates are analysed. The Company estimates the following matrix at the reporting date.

Ageing	Expected credit loss *
Not due	0.01%
0-90 days	0.02%
90-180 days	0.18%
180-365 days	0.50%
More than 365 days	2.00%
* In case of probability of non-collection, credit loss rate is 100%
Movement in expected credit loss	Year ended	Year ended
allowance	December 31, 2019	December 31, 2018
Balance at the beginning of the year	18.19	6.77
Provision / (Reversal) for doubtful debts (net)	(9.92)	15.70
Bad debts written off	(4.59)	(5.75)
Effect of foreign exchange fluctuation	(1.27)	1.47
Balance at the end of the year	2.41	18.19

~~115~~

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

	(Rs. in million)
Particulars	As at December 31, 2019 As at December 31, 2018
8a. Cash and cash equivalents (a) Cash on hand (b) Balances with scheduled banks (i) in current accounts (ii) in EEFC accounts (iii) Deposit accounts with original maturity of less than 3 months (c) Balances with other banks (i) in current accounts Cash and cash equivalents 8b. Other bank balances (a) In other deposit accounts (i) original maturity more than 12 months (ii) original maturity more than 3 months but less than 12 months (iii) held as margin money Deposits with banks carried at amortised costs Less: Bank deposits with original maturity of more than 12 months disclosed under Note 9 Less: Margin money deposit disclosed under Note 5 (b) Balances with scheduled banks (i) in unclaimed dividend accounts (i) Bank balance towards interim dividend [refer to Note 37] Total - Other bank balances	0.51 0.45 19.36 16.91 147.89 64.64 204.72 142.40 74.61 75.79
	447.09 300.19
	229.77 352.10 - 172.10 46.55 45.20
	276.32 569.40 (229.77) (352.10) (46.55) (45.20)
	- 172.10 2.39 2.95 180.51 -
	182.90 175.05

Note:

(i) For details of bank wise balances, refer to Note 8c.

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~~116~~

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

8c. Cash and bank balances

Cash and bank balances
	(Rs. in million)
S. No. Particulars	As at December 31, 2019 As at December 31, 2018
A Cash on Hand Balances with scheduled banks B In current accounts 1 ICICI Bank Limited 2 HDFC Bank Limited 3 Oriental Bank of Commerce 4 State Bank of India 5 Axis Bank Limited 6 Kotak Mahindra Bank Limited C In cash credit / overdraft account 1 Axis bank account D In EEFC accounts 1 ICICI Bank Limited- USD 2 ICICI Bank Limited- CAD 3 Axis Bank Limited-USD 4 Axis Bank Limited-EURO 5 Axis Bank Limited-GBP 6 Axis Bank Limited-CAD E In deposit accounts 1 State Bank of India 2 ICICI Bank Limited 3 Axis Bank Limited 4 Kotak Mahindra Bank Limited 5 HDFC Bank Limited F In unclaimed dividend accounts 1 HDFC Bank Limited 2 Kotak Mahindra Bank Limited G Bank balance towards interim dividend 1 HDFC Bank Limited (refer to Note 37) Balance with other banks H In current accounts 1 California Bank & Trust, USA Total cash and bank balances (A+B+C+D+E+F+G+H) Cash and cash equivalents (refer to Note 8a) Deposits with banks (refer to Note 8b) Balance in unclaimed dividend accounts (refer to Note 8b) Bank balance towards interim dividend (refer to Note 8b) Total cash and bank balances*	0.51 0.45 8.62 4.99 4.29 2.60 0.55 3.16 1.00 0.76 4.84 5.26 0.06 0.14
	19.36 16.91
	- - 73.69 12.90 0.12 - 64.93 44.14 7.29 5.88 0.57 0.55 1.29 1.17
	147.89 64.64
	25.54 24.21 12.37 57.34 269.38 399.90 113.75 184.61 60.00 45.74
	481.04 711.80
	2.12 2.68 0.27 0.27
	2.39 2.95
	180.51
	180.51 -
	74.61 75.79
	906.31 872.54
	447.09 300.19 276.32 569.40 2.39 2.95 180.51 -
	906.31 872.54

Cash credit limit / bank guarantee / loan equivalent risk / letter of credit is secured by first charge by way of hypothecation of entire current assets and collateral over an immovable property situated in Noida.

~~117~~

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

	(Rs. in million) As at December 31, 2019 As at December 31, 2018 2.91 2.81 2.56 1.04 136.89 110.10 1.92 0.68 229.77 352.10 13.29 22.59 2.17 5.02 0.22 0.51 389.73 494.85 41.89 24.62 13.29 - 70.93 62.74 0.73 0.43 5.30 11.93 132.14 99.72
Particulars
9. Other current financial assets Staff advance Recoverable from related parties (refer to Note 31) Unbilled revenue (refer to Note 19) Security deposits Bank deposits with original maturity of more than 12 months (refer to Note 8b) Mark-to-market gain on derivative instruments (refer to Note 28) Interest accrued on fixed deposits Others 10. Other current assets Balance with indirect tax authorities Unbilled revenue (refer to Note 19) Prepaid expenses Advance to vendors Tour and travel advance

(Rs. in million)
As at
December 31, 2019
As at
December 31, 2018
2.91 2.81
2.56 1.04
136.89 110.10
1.92 0.68
229.77 352.10
13.29 22.59
2.17 5.02
0.22 0.51
389.73 494.85
41.89 24.62
13.29
-
70.93 62.74
0.73 0.43
5.30 11.93
132.14 99.72

Particulars

9.
Other current financial assets
Staff advance
Recoverable from related parties (refer to Note 31)
Unbilled revenue (refer to Note 19)
Security deposits
Bank deposits with original maturity of more than 12 months
(refer to Note 8b)
Mark-to-market gain on derivative instruments
(refer to Note 28)
Interest accrued on fixed deposits
Others
10.
Other current assets
Balance with indirect tax authorities
Unbilled revenue (refer to Note 19)
Prepaid expenses
Advance to vendors
Tour and travel advance

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~~118~~

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

	(Rs. in million)
Particulars	As at December 31, 2019 As at December 31, 2018
11. Equity share capital Authorised 206,000,000 (December 31 2018: 206,000,000) equity shares of Re. 1 each Issued, subscribed and fully paid up 120,337,925 (December 31 2018: 123,990,425) equity shares of Re. 1 each Less: Shares held by R Systems Employees Welfare Trust [refer to Note g(i) below]	206.00 206.00 120.34 123.99 0.74 0.74
	119.60 123.25

Notes:

(a) Reconciliation of number of shares and amount of share capital outstanding at the beginning and at the closing of the year:

Particulars	Amount (Rs. in million) Amount (Rs. in million) 123,990,425 123.99 123.95 (3,690,000) (3.69) - - - 29.75 - (29.75) 37,500 0.04 0.04 120.34 123.99 Year ended December 31, 2018 120,337,925 123,952,925 29,746,353 (29,746,353) 37,500 123,990,425 Number - - Number Year ended December 31, 2019
At the beginning of the year Buy-back of shares [refer to Note (d)(ii) below] Shares issued pursuant to merger of GM Solutions Private Limited [refer to Note (d)(i) below] Shares extinguished pursuant to merger of GM Solutions Private Limited [refer to Note (d)(i) below] Issued during the year Outstanding at the closing of theyear*

*The Company has issued 37,500 (previous year 37,500) equity shares of Re. 1 each at an exercise price of Rs. 12.07 per share pursuant to exercise of employee stock options under the R Systems International Limited Employee Stock Option Scheme 2007.

(b) Terms/rights attached to equity shares:

The Company has only one class of equity shares having par value of Re. 1 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupee. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(c) Shares held by holding / ultimate holding company and / or their subsidiaries / associates:

The Company does not have any holding / ultimate holding company.

(d) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

(i) Shares issued pursuant to merger of GM Solutions Private Limited:

Pursuant to the scheme of amalgamation between GM Solutions Private Limited (GM Solutions) and the Company and their respective shareholders and creditors, 29,746,353 fully paid equity shares of the face value of Re. 1/- each of the Company were issued and allotted to the equity shareholders of GM Solutions in the proportion of their respective equity shareholding in GM Solutions and equivalent number of shares of the Company as held by GM Solutions were cancelled and extinguished. There was no change in the paid up share capital of the Company pursuant to the aforesaid Amalgamation.

(ii) Shares bought back:

During the year ended December 31, 2019, the Company bought back 3.69 million equity shares of Re. 1 each at a price of Rs. 65/- per equity share, payable in cash for a total consideration of Rs. 239.85 million by utilising the Securities Premium Account to the extent of Rs. 236.16 million and General Reserve to the extent of Rs. 3.69 million. The Capital Redemption Reserve has been created out of General Reserve for Rs. 3.69 million being the nominal value of equity shares bought back in terms of Section 68 of the Companies Act, 2013. The equity shares bought back were extinguished on April 15, 2019.

During the year ended December 31 2016, the Company bought back 3 million equity shares of Re. 1 each for an aggregate amount of Rs. 195 million. The equity shares bought back were extinguished on December 01, 2016.

During the year ended December 31 2015, the Company bought back 0.68 million equity shares of Re. 1 each for an aggregate amount of Rs. 59.57 million. All the shares bought back had been extinguished within the statutory time limits and the said buy back was closed on April 23, 2015.

~~119~~

R Systems International Limited Notes to Standalone Financial Statements for the year ended December 31, 2019

11. Equity share capital (contd.)

Equity share capital (contd.)	Equity share capital (contd.)	Equity share capital (contd.)	Equity share capital (contd.)	Equity share capital (contd.)
(f) Details of shareholders holding more than 5% shares in the Company
Name of shareholder	As at December 31 2019		As at December 31 2018
	No. of shares held	% of Holding	No. of shares held	% of Holding
RightMatch Holdings Limited (refer to Note 36) Sartaj Singh Rekhi Ramneet Singh Rekhi Bhavook Tripathi # Satinder & Harpreet Rekhi Family Trust (Trustee: Satinder Singh Rekhi & Harpreet Rekhi)	8,828,489 11,818,061 19,260,269 16,396,505 44,091,982	7.34 9.82 16.01 13.63 36.64	9,076,218 12,150,731 19,800,619 16,857,524 44,662,112	7.32 9.80 15.97 13.60 36.02

As per secretarial records of the Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares. # Not having significant influence over the Company.

(g) Shares reserved for issue under options

(i) R Systems International Limited Employees Stock Option Plan – Year 2001 ('the Plan' or ‘ESOP Plan 2001’)

Indus Software Private Limited (‘Indus’) had outstanding options aggregating 21,967 equity shares as on March 31, 2002, to be issued to the eligible employees under the R Systems International Limited Employees Stock Option Plan – Year 2001 under various vesting periods as specified in the said Plan, duly approved by the erstwhile shareholders. Indus had established “R Systems Employees Welfare Trust’’ (‘the R Systems Trust’) (formerly known as Indus Software Employees Welfare Trust”) to administer the plan, as approved by the members, for the benefits of the Company’s employees and had provided an interest free loan of Rs. 3.38 million. Consequently, Indus had allotted 21,967 equity shares of Rs. 10 each at a premium of Rs. 144 per equity share to the R Systems Trust to be further issued to the Indus’ eligible employees on the exercise of the underlying options granted to them.

As a result of the merger of Indus with the Company, all employees had surrendered their options in favour of the R Systems Trust to enable them to obtain options for shares in R Systems International Limited after the merger. The Company had issued 206,822 equity shares of Rs. 2 each at a premium of Rs. 113.42 per share to the R Systems Trust in exchange of 21,967 equity shares of Indus, apropos to the agreed swap ratio. During the earlier years out of the said 206,822 shares, 22,079 shares were issued to the employees on exercise of options.

The Company had consolidated each of its five equity shares of Rs. 2 each into one equity share of Rs. 10 each, then issued 1:1 bonus share to each of the then existing shareholders and further sub-divided each of the equity shares of Rs. 10 each into 10 equity shares of Re. 1 each. Consequently, the total number of shares issued are now 738,980 equity shares of Re. 1 each, which are treated as Treasury Shares.

The account balances of R Systems Trust have been included in the standalone financial statements of the Company as the trust was created for the benefit of the employees and administered by the Company and in substance the R Systems Trust functions as an extension of the Company. Therefore, an amount of Rs. 0.74 million and Rs. 2.28 million has been adjusted against issued, subscribed and paid-up capital and Securities Premium Account, respectively.

The movement in the options (in equivalent number of shares of the Company) held by the R Systems Trust during the year ended December 31, 2019 and the year ended December 31, 2018 is set out below:

	Year ended	Year ended
	December 31, 2019	December 31, 2018
At the beginning
- Grants outstanding under the plan (Re. 1 per share)	-	-
- Grants pending determination by the Compensation Committee (Re. 1 per	738,980	738,980
share)
During the year
- Options granted (Re. 1 per share)	-	-
- Options exercised (Re. 1 per share)	-	-
- Options/grants lapsed or surrendered (Re. 1 per share)	-	-
At the end
- Grants outstanding under the plan (Re. 1 per share)	-	-
- Grants pending determination by the Compensation Committee (Re.1 per	738,980	738,980
share)

~~120~~

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

11. Equity share capital (contd.)

Board of Directors of R Systems International Limited at its meeting held on May 02, 2019 have approved the Scheme of Reduction of Capital pursuant to the provisions of section 66 of the Companies Act, 2013. The scheme provided for re-organisation and reduction of equity share capital of the Company. The said scheme has been approved by Shareholders of the Company on May 28, 2019. The Company has applied to the Hon’ble National Company Law Tribunal, New Delhi, for its necessary directions and approval.

Subsequent to the year end, the reduction in share capital of the Company has been approved by the National Company Law Tribunal, New Delhi vide order dated January 28, 2020. Pursuant to the said order, the paid up share capital of the Company will be reduced by the aforesaid 0.74 million equity shares of the Company held by the R Systems Trust.

~~121~~

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

11. Equity share capital (contd.)

(ii) R Systems International Limited Employee Stock Option Scheme 2007 ('the Plan' or ‘ESOP Plan 2007’)

During the year 2007, the Company had instituted the plan for all eligible employees as specified in the rules in pursuance of the special resolution duly approved by the shareholders. The plan provides for the issuance of 650,000 options to eligible employees as recommended by the Compensation Committee constituted for this purpose.

The plan is administered by a Compensation Committee and exercise price in respect of 632,500 options granted on July 11, 2007 is Rs. 120.70 being the latest available closing price, prior to the date of the meeting of the Board of Directors / Compensation Committee, on the stock exchange on which the shares of the Company are listed. Accordingly, the intrinsic value of Employee Stock Option is taken as Rs. Nil. Further, during the year ended December 31, 2014, the Company had sub-divided equity shares of Rs. 10 each into 10 equity shares of Re. 1 each, the exercise price is accordingly adjusted from Rs. 120.70 per share to Rs. 12.07 per share.

On the recommendation of the Compensation Committee and Nomination and Remuneration Committee, the Board of Directors at its meeting held on April 30, 2016, had further granted 150,000 options at an exercise price of Rs. 12.07 /- per option under R Systems International Limited Employee Stock Option Scheme 2007.

The vesting period is 4 years (25% in each year) commencing from the date of grant under the plan. The eligible employees have an option to exercise it over a period of 10 years from the date of grant under the plan. The movement in the options during the year ended December 31, 2019 and year ended December 31, 2018 is set out below:

	Year ended	Year ended
	December 31, 2019	December 31, 2018
At the beginning
- Options exercisable under the plan (Re. 1 per share)	75,000	112,500
- Grants pending determination by the Compensation Committee (Re. 1 per	-	-
share)
During the year
- Options granted (Re. 1 per share)	-	-
- Options exercised (Re. 1 per share)	(37,500)	(37,500)
- Options/grants lapsed or surrendered (Re. 1 per share)	-	-
At the end
- Options exercisable under the plan (Re. 1 per share)	37,500	75,000
- Grants pending determination by the Compensation Committee (Re.1 per	-	-
share)
Options vested during the year	37,500	37,500

For options exercised during the year 2019, the weighted average share price at the exercise date was Rs. 46.68 (Previous year Rs. 38.78).

The weighted average remaining contractual life for the stock options as at December 31, 2019 is 76 months (as at December 31, 2018 : 88 months).

Fair value of share options

The fair value of the options, calculated by an external valuer, was estimated on the date of grant using the Black-Scholes model with the following significant assumptions:

following significant assumptions:
Particulars	Outstanding option under ESOP Plan 2001*	Outstanding option under ESOP Plan 2007
Stock option fair value using Black - Scholes option pricing	Nil	49.89
Exerciseprice	154.00	12.07
Expected volatility (in %)	0.5	55.32-55.83
Expected option life	2.5 years (being half of the maximum option life)	4 years i.e. 25% vesting at the end of each year from the date of grant
Exercise period	1 year from the date of grant	10 years from the date of grant
Dividendyield(in %)	15.00	1.32
Risk-free interest rate(in %)	11.30	7.84

Originally the price was based on Rs. 10 per share for 21,967 shares. As a result of amalgamation of Indus Software Private Limited into R Systems, the Company had issued 206,822 equity shares of Rs. 2 each pursuant to the swap ratio approved by Hon’ble High Courts of Delhi and Mumbai. The details given above for plan are before making the required adjustments in relation to consolidation of each of the 5 equity shares of Rs. 2 each into 1 equity share of Rs. 10 each as approved by the shareholders in the year ended December 31, 2006 and further sub-division of each of the equity shares of Rs. 10 each into 10 equity shares of Re. 1 each as per record date of February 28, 2014.

~~122~~

Notes to Standalone Financial Statements for the year ended December 31, 2019

R Systems International Limited

								(Rs. in million)
Particulars							As at	As at
							December 31, 2019	December 31, 2018
12.	Other equity
	a.	Securities premium					44.37	278.24
		Securities premium is used to record	premium		received
		on issue of shares. It is utilised in accordance			with the
		provisions of the Companies Act, 2013.
	b.	Capital redemption reserve					3.69	-
		The capital redemption reserve was created by				transfer
		from general reserve of an amount equal to the				nominal
		value of equity shares bought back by		the Company. It
		is utilised in accordance with the	provisions			of the
		Companies Act, 2013.
	c.	Stock options outstanding					1.72	2.92
		The stock option outstanding account		is used to record
		the value of equity-settled share		based	payment
		transactions with employees. The amounts recorded in
		this account are transferred to securities			premium
		account upon exercise of stock		options		by the
		employees. In case of forfeiture, corresponding				balance
		is transferred to general reserve.
	d.	General Reserve					155.04	158.73
		The General Reserve is used from		time to		time to
		transfer profits from retained earnings		for appropriation
		purposes.
	e.	Retained earnings					2,423.29	2,124.85
		Retained earnings comprises	the Company's
		undistributed earnings after taxes.
	f.	Other comprehensive income					(0.79)	7.54
		Re-measurement of defined benefit plans
		Other comprehensive income consists				of re-
		measurements of net defined benefit liability/assets (net
		of tax).
		Total other Equity					2,627.32	2,572.28
		Note:

(1) Year-wise movement of the individual line items above is given in the Statement of Changes in Equity.

~~123~~

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

		(Rs. in million)
Particulars		As at December 31, 2019 As at December 31, 2018
13.	Non- current borrowings (at amortised cost) Term loans for motor vehicles from non banking financial corporation (secured) Finance lease obligations (Unsecured) Less: Current maturities of term loans for motor vehicles (refer to Note 16) Current maturities of finance lease obligation (refer to Note 16) Notes:	13.20 9.36 31.99 10.61
		45.19 19.97 5.08 3.86 0.64 0.20
		39.47 15.91

(1) Term loans for motor vehicles are secured by hypothecation of underlying motor vehicles and carries interest rate ranging from 8.34% to 10.26% per annum. The term loans are repayable in equated monthly instalments ranging from 35 to 60 months from the date of loan.

(2) Finance lease obligations are unsecured. The interest rate implicit in aforesaid lease is 10.80% to 11.94% per annum. The lease obligations are repayable in 180 months from the date of lease.

14. Other non-current financial liabilities Security deposits 15. Provisions Long-term provision for employee benefits - Gratuity Also refer to Note 21 for detailed disclosures	3.99 2.96
	3.99 2.96
	133.20 109.60
	133.20 109.60

~~124~~

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

	(Rs. in million)
Particulars	As at December 31, 2019 As at December 31, 2018
16. Other current financial liabilities Current maturity of term loan for motor vehicles (refer to Note 13) Current maturity of finance lease obligations (refer to Note 13) Payable to subsidiary companies Security deposits received Liability for interim dividend (refer to Note 37) Investor education and protection fund (not due) - Unclaimed dividend Employee benefits payable Capital creditors Other financial liabilities 17. Provisions Short-term provision for employee benefits - Gratuity - Compensated absence Also refer to Note 21 for detailed disclosures 18. Other current liabilities Statutory dues payable Tax deducted at source Provident fund / 401K payable Goods and service tax payable Others Unearned revenues (refer to Note 19)	5.08 3.86 0.64 0.20 21.74 16.36 9.08 9.48 179.40 - 2.39 2.95 127.01 112.15 - 2.08 3.41 3.41
	348.75 150.49
	- 4.80 96.79 80.89
	96.79 85.69
	15.83 14.22 16.85 14.20 3.15 3.35 0.34 0.23 146.48 212.56
	182.65 244.56

~~125~~

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

	(Rs. in million)
Particulars	Year ended December 31, 2019 Year ended December 31, 2018
19. Revenue from operations Sale of services 3,917.69 3,172.13 3,917.69 3,172.13 Disaggregate revenue information Revenue by geography for the year ended December 31, 2019: India 110.42 North America 3,148.94 South East Asia 56.80 Europe 596.21 Others 5.33 3,917.69 Revenue by customer's industry type for the year ended December 31, 2019: Technology 2,209.45 Telecom 391.88 Healthcare and life science 456.24 Finance and insurance 401.10 Others 459.02 3,917.69 The table below presents disaggregated revenues from the Company’s contracts with customers by geography and customer's industry type. The Company believes this disaggregation best depicts how the nature, amount, timing and uncertainty of its revenues and cash flows are affected by industry, market and other economic factors.	3,917.69 3,172.13
	3,917.69 3,172.13

Trade receivables and contract balances

The company classifies the right to consideration in exchange for deliverables as either receivable or as unbilled revenue.

A receivable is right to consideration that is unconditional upon passage of time. Revenue for time and material contracts are recognised as related service are performed. Revenue for fixed price maintenance contracts is recognised on a straight line basis over the period of contract. Revenue in excess of billing is recorded as unbilled revenue and is classified as a financial asset for these cases as right to consideration is unconditional upon passage of time.

Revenue recognition for fixed price development contracts is based on percentage of completion method. Invoicing to clients is based on milestones as defined in then contract. This would result in timing of revenue recognition being different from the timing of billing the customers. Unbilled revenue for fixed price development contracts is classified as non financial assets as the contractual right to consideration is dependent on completion of contractual milestones.

Invoicing in excess of earnings is classified as unearned revenue.

Trade receivables and unbilled revenues are presented net of impairment in Balance Sheet.

During the year ended December 31, 2019, the company recognised revenue of Rs. 208.14 million arising from opening unearned revenue as of January 1, 2019.

During the year ended December 31, 2019, Rs. 0.91 million of unbilled revenue pertaining to fixed price contracts as of January 1, 2019 has been billed to customers as per billing milestones.

Performance obligations and remaining performance obligations

The remaining performance obligation disclosures provide the aggregate amount of transaction price yet to be recognised as of the end of the reporting period and an explanation as to when the Company expects to recognise these amounts as revenue. Applying the practical expedients as given in IND AS 115, the Company has not disclosed the remaining performance obligations related disclosures where the revenue recognised corresponds directly with the value to customer of the entity’s performance completed to date, typically those contracts where invoicing is on the basis of time-and-material basis. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, adjustment of revenue that has not materialised and adjustments for currency.

Disclosure relating to remaining performance obligation relating to fixed bid price contracts require the aggregate amounts of transaction price yet to be recognised as revenue at the reporting date and expected timelines to recognise these amounts. In view of the fact that all outstanding contracts have an original expected duration for completion of less than a year no disclosure is warranted.

~~126~~

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

	(Rs. in million)
Particulars	Year ended December 31, 2019 Year ended December 31, 2018
20. Other income Interest income on - Bank deposits - Debentures - Financial instruments measured at amortised cost Rental income from investment property Foreign exchange fluctuation (net) Reversal of provision for doubtful debts (net) Profit on sale of property, plant and equipment (net) Miscellaneous income Net gain arising on financial assets measured at FVTPL 21. Employee benefits expense Salaries, wages and bonus Gratuity expenses Contribution to provident and other funds Employees' share based payments expense Staff welfare expenses	49.99 49.76 - 7.67 0.51 0.38 6.72 6.78 59.98 11.83 9.92 - 0.46 0.01 1.19 0.65 17.94 10.20
	146.71 87.28
	2,442.98 1,991.49 26.64 36.50 93.22 76.72 0.67 1.40 78.33 63.07
	2,641.84 2,169.18

Gratuity

The Company has funded defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on separation equal to 15 days salary (last drawn salary) for each completed year of continuous service or part thereof in excess of six months subject to a maximum of Rs. 2 million (previous year Rs. 2 million).

Amount recognised in the statement of profit and loss in respect of gratuity cost (defined benefit plan) is as follows:	Amount recognised in the statement of profit and loss in respect of gratuity cost (defined benefit plan) is as follows:	Amount recognised in the statement of profit and loss in respect of gratuity cost (defined benefit plan) is as follows:
Particulars	Year ended		Year ended
	December 31,	2019 December 31, 2018
Service cost		19.00	29.50
Net interest cost		7.64	7.00
Net gratuity expense recognised in profit and loss		26.64	36.50
Re-measurement loss / (gain) recognised in OCI		12.70	0.77
Total Cost Recognised in Comprehensive Income		39.34	37.27
Details of defined benefit gratuity plan:
Particulars	As at		As at
	December 31,	2019 December 31, 2018
Defined benefit obligation		158.81	130.56
Fair value of plan assets		25.61	16.16
Net defined benefit obligation		133.20	114.40
Changes in the defined benefit obligation are as follows:
Particulars	Year ended		Year ended
	December 31,	2019 December 31, 2018
Opening defined benefit obligation		130.56	99.10
Service cost		19.00	29.50
Interest cost		8.83	7.33
Benefits paid		(12.70)	(6.38)
Actuarial (gains) / losses on obligation		13.12	1.01
Closing defined benefit obligation		158.81	130.56
Changes in the fair value of plan assets are as follows:
Particulars	Year ended		Year ended
	December 31,	2019 December 31, 2018
Opening fair value of plan assets		16.16	4.33
Expected return		1.19	0.33
Contributions by the employer		20.54	17.64
Benefits paid		(12.70)	(6.38)
Actuarial gains / (losses) on obligation		0.42	0.24
Closing fair value of plan assets		25.61	16.16

~~127~~

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

21. Employee benefits expense (contd.)

Sensitivity Analysis

Sensitivity analysis for each significant actuarial assumptions namely discount rate and salary assumptions is given below:

			(Rs. in million)
Defined Benefit Obligation	As at		As at
	December 31,	2019	December 31, 2018
Discount rate
a. Discount rate - 100 basis points		172.06	140.74
b. Discount rate + 100 basis points		147.32	121.70
Salary increase rate
a. Rate - 100 basis points		148.27	122.33
b. Rate + 100 basis points		169.70	139.21
Maturity Profile of Defined Benefit Obligation
			(Rs. in million)
Expected Future Cash flows	As at		As at
	December 31,	2019	December 31, 2018
Year 1		22.54	20.96
Year 2		17.08	15.24
Year 3		15.16	13.74
Year 4		13.93	12.07
Year 5		11.82	10.92
Year 6 to10		48.24	39.65

The major categories of plan assets as a percentage of the fair value of total plan assets:

	As at	As at
	December 31, 2019	December 31, 2018
Investments with Life Insurance Corporation of India	100%	100%
The principal assumptions used in determining gratuity are shown below:
(A) Financial Assumptions
	As at	As at
	December 31, 2019	December 31, 2018
Discount rate	6.65%	7.35%
Increment rate	First year 10%,	First year 10%,
	thereafter 7%	thereafter 7%
(B) Demographic Assumptions
	As at	As at
	December 31, 2019	December 31, 2018
Mortality Rate	IALM (2012-14) Ultimate	IALM (2006-08) Ultimate
Withdrawal Rate	Below Age 30 yrs - 35%	Below Age 30 yrs - 35%
	Age 30 to 34 Yrs - 22%	Age 30 to 34 Yrs - 22%
	Age 34 to 44 Yrs - 17%	Age 34 to 44 Yrs - 17%
	Age 44 to 50 Yrs - 3%	Age 44 to 50 Yrs - 3%
	Age 50 to 54 Yrs - 2%	Age 50 to 54 Yrs - 2%
	Above Age 54 Yrs -1%	Above Age 54 Yrs -1%
Retirement age	60 Yrs	60 Yrs

~~128~~

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

		(Rs. in million)
Par	ticulars	Year ended December 31, 2019 Year ended December 31, 2018
22. 23. 24. (ii) (i)	Finance costs Interest expense on term loans for motor vehicles Interest expense on finance lease obligation Interest expense on financial instruments measured at amortised cost Depreciation and amortisation expense Depreciation of property, plant and equipment Depreciation on investment property Amortisation of intangible assets Other expenses Power and fuel Rent - premises Software subscription charges Repair and maintenance Commission Travelling and conveyance Communication costs Legal and professional fees (including subcontracting expenses) Auditors' remuneration (refer detail below) Provision for doubtful debts (net) Contribution towards corporate social responsibility (refer detail below) Miscellaneous expenses Detail of auditors remuneration	1.08 0.81 3.18 1.26 - 0.25
		4.26 2.32
		82.96 68.22 1.47 1.47 1.48 3.32
		85.91 73.01
		42.22 40.53 49.27 33.06 74.88 63.01 46.20 38.08 19.03 26.06 210.90 180.83 58.09 59.24 104.52 78.42 5.11 5.15 - 15.70 6.52 3.96 84.07 65.42
		700.81 609.46

	Particulars	Year ended December 31, 2019 Year ended December 31, 2018
	As auditor: Audit fee - Statutory audit fee - Quarterly audit fee - Out-of-pocket expenses In other capacity: - Certification Contribution towards corporate social responsibility	1.70 2.12 2.56 2.31 0.65 0.28 0.20 0.44
		5.11 5.15

	Particulars	Year ended December 31, 2019 Year ended December 31, 2018
	Amount required to be spent by the Company during the year Amount spend by the Company in accordance with its Corporate Social Responsibility Policy	8.25 9.19 6.52 3.96

~~129~~

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

		(Rs. in million)
Par	ticulars	Year ended December 31, 2019 Year ended December 31, 2018
25.	Income tax Current income tax In respect of the current year In respect of the prior periods Deferred tax charge / (credit) Income tax expense recognised in the statement of profit and loss Income tax recognised in other comprehensive income Deferred tax arising on income and expense recognised in other comprehensive income Net loss / (gain) on re-measurement of defined benefit plan Profit before tax Enacted income tax rate in India Computed expected tax expense Effect of: Income exempt from tax Temporary differences reversing during the tax holiday period Expenses that are not deductible in determining taxable profit Different tax rates of branches operating in other tax jurisdictions Tax pertaining to prior years Change in corporate tax rate Others Income tax expense recognised in the statement of profit and loss Deferred tax Deferred tax assets/ (liabilities) as at December 31, 2019 in relation to: The reconciliation between the provision of income tax of the Company and amounts computed by applying th taxes is as follows:	130.62 101.88 (26.40) (2.53) 12.41 (4.05)
		116.63 95.30 (4.37) (0.27)
		112.26 95.03
		631.58 405.44 29.12% 34.94% 183.92 141.68 (57.30) (49.46) (1.70) (1.58) 3.94 3.76 - 2.08 (26.40) (2.53) 12.35 - 1.82 1.35 e Indian statutory income tax rate to profit before
		116.63 95.30
		(Rs. in million)
	Particulars As at January 01, 2019 Credited / (Charged) to profit and loss Credited / (Charged) in other comprehensive income	Others As at December 31, 2019
	Difference between accounting base and tax base for depreciable assets (10.06) (1.56) - Provision for doubtful debts 4.84 (4.16) - Provision for gratuity 38.54 (4.12) 4.37 Provision for compensated absence 28.27 (0.09) - Other employee benefits 4.74 (0.79) - Mark to market loss / (gain) on forward contracts (5.40) 2.85 - Netgain on fair value of mutual funds (4.03) (4.54) -	- (11.62) - 0.68 - 38.79 - 28.18 - 3.95 - (2.55) - (8.57)
	Total 56.90(12.41) 4.37	- 48.86
	Deferred tax assets/ (liabilities) as at December 31, 2018 in relation to:	(Rs. in million)
	Particulars As at January 01, 2018 (Charged) / Credited to profit and loss Credited / (Charged) in other comprehensive income	Others As at December 31, 2018
	Difference between accounting base and tax base for depreciable assets (15.47) 5.41 - Provision for doubtful debts 2.40 2.44 - Provision for gratuity 32.80 5.47 0.27 Provision for compensated absence 28.60 (0.33) - Other employee benefits 4.70 0.04 - Mark to market loss / (gain) on forward contracts - (5.40) - Net gain on fair value of mutual funds (0.45) (3.58) - MAT credit entitlement 5.84 - -	- (10.06) - 4.84 - 38.54 - 28.27 - 4.74 (5.40) - (4.03) (5.84) -
	Total 58.42 4.05 0.27	(5.84) 56.90

The Company has a unit at Greater Noida registered as Special Economic Zone (SEZ) unit which is entitled to a tax holiday under Section 10AA of the Income Tax Act, 1961.

A significant portion of the profits of the Company’s operations are exempt from income taxes being profits attributable to export operations from undertakings situated in Special Economic Zone (SEZ). Under the Special Economic Zone Act, 2005 scheme, units in designated Special Economic Zones providing service on or after April 1, 2005 will be eligible for a deduction of 100 percent of profits or gains derived from the export of services for the first five years from commencement of provision of services and 50 percent of such profits and gains for a further five years. Certain tax benefits are also available for a further period of five years subject to the unit meeting defined conditions.

~~130~~

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

26. Earnings per share

Reconciliation of number of equity shares used in the computation of basic and diluted earnings per share is set out below:

below:
Particulars	Year ended December 31, 2019	Year ended December 31, 2018
Net profit after tax (Rs. in million)	514.95	310.14
Weighted average number of equity shares for calculating Basic EPS	120,577,253	123,238,808
Weighted average number of equity shares resulting from assumed exercise of employee stock options	24,493	31,934
Weighted average number of equityshares for calculatingDiluted EPS	120,601,747	123,270,742
Earnings per share [Nominal value of shares Re. 1 (Previous year: Re. 1)]
Basic (Rs.)	4.27	2.52
Diluted(Rs.)	4.27	2.52

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~~131~~

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

27. Financial instruments

The carrying values and fair values of financial instruments by categories are as follows:

	(Rs. in million)
Particulars Basis of measurement Note reference	Carrying value Fair value Carrying value Fair value Fair value hierarchy As at December 31, 2019 As at December 31, 2018
Assets Investments in subsidiaries 4 At cost Investments in other equity instruments 4 FVTPL Investments in mutual funds 4 FVTPL Trade receivables 7 Amortised cost Cash and cash equivalents 8a Amortised cost Other bank balances 8b Amortised cost Mark-to-market gain on derivative instruments 9 FVTPL Other financial assets (Other than derivative instruments) 5,9 Amortised cost Total Liabilities Borrowings (including finance lease obligation) 13 Amortised cost Trade payables Amortised cost Other financial liabilities 14,16 Amortised cost Total	995.83 995.83 995.36 995.36 0.03 0.03 0.03 0.03 Level 3 342.45 342.45 199.50 199.50 Level 1 573.57 573.57 621.13 621.13 447.09 447.09 300.19 300.19 182.90 182.90 175.05 175.05 13.29 13.29 22.59 22.59 Level 2 447.95 447.95 537.85 537.85 3,003.11 3,003.11 2,851.70 2,851.70 45.19 45.19 19.97 19.97 46.24 46.24 46.73 46.73 347.02 347.02 149.39 149.39 438.45 438.45 216.09 216.09

(Rs. in million)

Particulars
Basis of
measurement
Note
reference

Carrying
value
Fair
value
Carrying
value
Fair
value
Fair value
hierarchy
As at
December 31, 2019
As at
December 31, 2018

Assets
Investments in subsidiaries
4
At cost
Investments in other equity
instruments
4
FVTPL
Investments in mutual funds
4
FVTPL
Trade receivables
7
Amortised cost
Cash and cash equivalents
8a
Amortised cost
Other bank balances
8b
Amortised cost
Mark-to-market gain on
derivative instruments
9
FVTPL
Other financial assets (Other
than derivative instruments)
5,9
Amortised cost
Total
Liabilities
Borrowings (including finance
lease obligation)
13
Amortised cost
Trade payables
Amortised cost
Other financial liabilities
14,16
Amortised cost
Total

995.83
995.83
995.36
995.36
0.03
0.03
0.03
0.03
Level 3
342.45
342.45
199.50
199.50
Level 1
573.57
573.57
621.13
621.13
447.09
447.09
300.19
300.19
182.90
182.90
175.05
175.05
13.29
13.29
22.59
22.59
Level 2
447.95
447.95
537.85
537.85
3,003.11
3,003.11
2,851.70
2,851.70
45.19
45.19
19.97
19.97
46.24
46.24
46.73
46.73
347.02
347.02
149.39
149.39
438.45
438.45
216.09
216.09

Fair value hierarchy:

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels:

Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

There have been no transfers among Level 1, Level 2 and Level 3 during the year.

~~132~~

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

28. Financial risk management Financial risk factors and risk management objectives

The Company’s activities expose it to foreign currency risk, credit risk and liquidity risk. The Company’s primary focus is to foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial performance. The primary market risk to the Company is foreign exchange risk. The Company uses derivative financial instruments to mitigate foreign exchange related risk exposures. All derivative activities for risk management purposes are carried out by team that has the appropriate skills, experience and supervision. It is the Company’s policy that no trading in derivative for speculative purposes may be undertaken.

The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:

Foreign currency risk

The Company’s exchange risk arises from its foreign currency revenues (primarily in U.S. Dollars and Euros). A significant portion of the Company’s revenues are in these foreign currencies, while a significant portion of its costs are in Indian Rupees. As a result, if the value of the Indian Rupee appreciates relative to these foreign currencies, the Company’s revenues measured in Rupees may decrease.

Derivative financial instruments

The Company holds derivative foreign currency forward contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. These derivative financial instruments are valued based on quoted prices for similar assets in active markets or inputs that are directly or indirectly observable in the marketplace. The Company has recognised mark-tomarket gain of Rs. 13.29 million (Previous year gain of Rs. 22.59 million) relating to such derivative financial instruments in the statement of profit and loss for the year ended December 31, 2019.

The following table gives details in respect of outstanding foreign currency forward contracts:

Particulars	As at	As at
	December 31, 2019	December 31,	2018
USD
Foreign currency (million)	20.30		16.80
Average rate	73.19		71.50
Rupees (million)	1,485.69	1,201.20
EURO
Foreign currency (million)	4.05		3.15
Average rate	83.63		86.43
Rupees(million)	338.72	272.24

The following table analyses Company's foreign currency exposure from non-derivative financial instruments as of December 31, 2019 and December 31, 2018:

						(Rs. in million)
As at December 31, 2019	USD	EURO		Others#		Total
Trade receivables	395.09		82.77		64.64	542.50
Other financial assets	3.20		-		1.57	4.77
Cash and cash equivalents	213.23		7.29		1.98	222.50
Tradepayables	39.46		-		9.35	48.81

As at December 31, 2018	USD	EURO		Others#		Total
Trade receivables	414.93		137.69		40.91	593.53
Other financial assets	1.40		0.07		1.70	3.17
Cash and cash equivalents	132.83		5.88		1.72	140.43
Tradepayables	36.76		-		7.61	44.37

Others include currencies such as SGD, GBP and CAD.

Foreign currency sensitivity analysis

For the year ended December 31, 2019 and December 31, 2018, every percentage point depreciation / appreciation in the exchange rate between the Indian rupee and foreign currencies, would decrease / increase Company’s profit before tax margin by approximately 1.67% and 1.80%, respectively.

~~133~~

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

28. Financial risk management (contd.)

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investment securities. Credit risk arises from deposits held with banks, investments with financial institutions, as well as credit exposure to clients, including outstanding accounts receivable. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.

Trade receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment.

The following table gives details in respect of revenues generated from top customer and top 5 customers:

		(Rs. in million)
Particulars	Year ended	Year ended
	December 31, 2019	December 31, 2018
Revenue from top customer	372.24	370.59
Revenue from top5 customers	1,212.12	1,195.88

No customer accounted for more than 10% of the revenue for the year ended December 31, 2019. One customer accounted for more than 10% of the revenue for the year ended December 31, 2018.

Investments including bank deposits

Credit risk on cash and bank balances is limited as the Company generally invests in deposits with banks. Investments primarily includes investment in liquid mutual funds having good rating. The Company does not expect any losses from nonperformance by the counterparties.

Liquidity risk

The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The investment of surplus cash is governed by the Company’s investment policy approved by the Board of Directors. The Company believes that the working capital is sufficient to meet its current requirements.

As at December 31, 2019, the Company had a working capital of Rs. 1,351.07 million including cash and cash equivalents and current fixed deposits of Rs. 447.09 million and current investments of Rs. 342.45 million. As at December 31, 2018, the Company had a working capital of Rs. 1,344.62 million including cash and cash equivalents and current fixed deposits of Rs. 472.29 million and current investments of Rs. 199.50 million. Accordingly, no liquidity risk is perceived.

The table below provides details regarding the contractual maturities of financial liabilities:

The table below provides details regarding the contractual	maturities of financial liabilities:
		(Rs. in million)
Particulars	As at	As at
	December 31, 2019	December 31, 2018
Less than 1 year
Borrowings (including accrued interest)	5.72	4.06
Trade payables	46.24	46.73
Other financial liabilities	343.03	146.43
More than 1 year
Borrowings (including accrued interest)	39.47	15.91
Other financial liabilities	3.99	2.96

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~~147~~

RightMatch Holdings Ltd.

FINANCIAL STATEMENTS

FOR THE PERIOD FROM

01 JANUARY 2019 TO 31 JULY 2019

~~148~~

RightMatch Holdings Ltd.
FINANCIAL STATEMENTS
FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019
CONTENTS	PAGES
CORPORATE INFORMATION	2
COMMENTARY OF THE DIRECTORS	3
INDEPENDENT AUDITORS’ REPORT	4 - 7
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME	8
STATEMENT OF FINANCIAL POSITION	9
-
STATEMENT OF CHANGES IN EQUITY	10
STATEMENT OF CASH FLOWS	11
NOTES TO THE FINANCIAL STATEMENTS	12 - 31

~~149~~

RightMatch Holdings Ltd.

CORPORATE INFORMATION

		Date of
		Appointment
DIRECTORS:	Harpreet Rekhi	10 April 2000
	Satinder S Rekhi	10 April 2000
	Sartaj S Rekhi	10 April 2000
	Ramneet Singh Rekhi	27 February 2006
	Sangeeta Bissessur	19 February 2013
	Zakir Niamut	30 August 2013
ADMINISTRATOR,
SECRETARY &
TAX AGENT:	SANNE Mauritius
	IFS Court, Bank Street
	TwentyEight, Cybercity
	Ebene 72201
	Mauritius
REGISTERED OFFICE:	IFS Court, Bank Street
	TwentyEight, Cybercity
	Ebene 72201
	Mauritius
AUDITORS:	Crowe ATA
	2ndFloor, Ebene Esplanade
	24, Bank Street, Cybercity
	Ebene 72201
	Mauritius
BANKER:	AfrAsia Bank Limited
	3rd Floor, Nexteracom Tower	III
	Ebene
	Mauritius

~~150~~

RightMatch Holdings Ltd.

COMMENTARY OF THE DIRECTORS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

The directors present the audited financial statements of RightMatch Holdings Ltd . (the “Company”) for the period ended from 1 January 2019 to 31 July 2019.

PRINCIPAL ACTIVITY

The principal activity of the Company is that of investment holding.

RESULTS AND DIVIDEND

The results for the period are shown in the statement of profit or loss and other comprehensive income and related notes.

The directors have declared a dividend amounting to USD 300,000 for the period under review (2018: USD Nil).

DIRECTORS

The present membership of the Board is set out on page 2.

STATEMENT OF THE DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS

The directors have prepared the financial statements which reflect fairly the financial position, financial performance and cash flows of the Company. In preparing those financial statements, the directors have:

Selected suitable accounting policies and then apply them consistently;
Made judgements and estimates that are reasonable and prudent;
Stated whether International Financial Reporting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
Prepared the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors confirm that they have complied with the above requirements in preparing the financial statements.

AUDITORS

The auditors, Crowe ATA , have indicated their willingness to continue in office until the next annual meeting.

~~151~~

INDEPENDENT AUDITORS’ REPORT

TO THE SHAREHOLDERS OF RightMatch Holdings Ltd.

Report on the audit of the special purpose financial statements

Opinion

We have audited the special purpose financial statements of RightMatch Holdings Ltd. (the “Company”) set out on pages 8 to 31, which comprise the statement of financial position as at 31 July 2019, and the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the period then ended, and the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying special purpose financial statements present fairly, in all material aspects the financial position of the Company as at 31 July 2019 and its performance and cash flows for the period then ended in accordance with International Financial Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statements in Mauritius, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Other information

Directors are responsible for the other information. The other information comprises the commentary of the directors, which we obtained prior to the date of this auditors’ report. Other information does not include the financial statements and our auditors’ report thereon.

Our opinion on the special financial statements does not cover the other information and we do not express any form of assurance or conclusion thereon.

~~152~~

INDEPENDENT AUDITORS’ REPORT (CONTINUED)

TO THE SHAREHOLDERS OF RightMatch Holdings Ltd.

Report on the audit of the special purpose financial statements (Continued)

Other information (Continued)

In connection with our audit of the special purpose financial statements, our responsibility is to read the other information 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 auditors’ 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.

Responsibilities of the directors

The directors are responsible for the preparation and fair presentation of the special purpose financial statements in accordance with IFRS and for such internal control as the directors determine is necessary to enable the preparation of the special purpose financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the special purpose financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the special purpose financial statements

Our objectives are to obtain reasonable assurance about whether the special purpose financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ 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 ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these special purpose financial statements.

~~153~~

INDEPENDENT AUDITORS’ REPORT (CONTINUED)

TO THE SHAREHOLDERS OF RightMatch Holdings Ltd.

Report on the audit of the special purpose financial statements (Continued)

Auditors’ responsibilities for the audit of the special purpose financial statements (Continued)

As part of an audit in accordance with ISAs, 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 the directors;
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the special purpose 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 auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern; and
Evaluate the overall presentation, structure and content of the special purpose financial statements, including the disclosures, and whether the special purpose financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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 deficiency in internal control that we identify during our audit.

~~154~~

INDEPENDENT AUDITORS’ REPORT (CONTINUED)

TO THE SHAREHOLDERS OF RightMatch Holdings Ltd.

Report on the audit of the special purpose financial statements (Continued)

In forming our opinion, we report as follows:

We have no relationship with, or any interests in, the Company other than in our capacity as auditors;
We have obtained all the information and explanations that we required; and
In our opinion, proper accounting records have been kept by the Company as far as it appears from our examination of those records.

Restricted use of this report

This report is made solely for the Company’s shareholders. Our audit work has been undertaken so that we might state to the Company’s shareholders those matters we are required to state to them in our auditors’ report and for no other purpose. We do not accept or assume responsibility to anyone other than the Company and the Company’s shareholders, for our audit work, for this report, or for the opinion we have formed on the accompanying special purpose financial statements which have been prepared by management for their purpose of evaluating the possible options for corporate restructuring, execution of such restructuring, and necessary fillings thereunder and should not be used for any other purposes.

SD/- SD/- Crowe ATA Public Accountants

K.S. Sewraz, FCCA Signing Partner Licensed by FRC

Date: 02 October 2019 Ebene, Mauritius

~~155~~

RightMatch Holdings Ltd. STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

Notes Income Gain on buy back of shares held in R Systems International Ltd 9 Dividend income Expenses Professional fees Licence fees Audit fee Bank charges Foreign exchange loss Total expenses Profit before taxation Taxation 8 Profit for the period / year Other comprehensive income: Items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Net change in the fair value of investments 9 Total comprehensive loss for the period / year	Period from 1 January 2019 to 31 July 2019 USD 232,088 - 19,285 1,358 1,430 615 4,080 26,768 205,320 - 205,320 - (772,997) (567,677)	Year ended 31 December 2018 Restated USD
		- 81,038
		13,036 2,300 1,400 395 -
		17,131
		63,907 -
		63,907 - (212,964)
		(149,057)

The notes as set out on pages 12 to 31 form an integral part of these special purpose financial statements.

~~156~~

RightMatch Holdings Ltd.

STATEMENT OF FINANCIAL POSITION AS AT 31 JULY 2019

Notes ASSETS Non-current assets Financial assets at fair value through other comprehensive income 9 Current assets Advance to shareholders 13 Prepayments Cash and cash equivalents Total current assets TOTAL ASSETS EQUITY AND LIABILITIES Equity Stated capital 10 Retained earnings Revaluation reserve Total equity Current liability Accruals Total liabilities TOTAL EQUITY AND LIABILITIES	As at 31 July 2019 USD 5,614,250 5,614,250 - 1,817 120,796 122,613 5,736,863 5,609,550 113,224 - 5,722,774 14,089 14,089 5,736,863	As at 31 December 2018 Restated USD
		6,387,534
		6,387,534
		196,693 4,425 3,626
		204,744
		6,592,278
		5,500 207,904 6,377,047
		6,590,451
		1,827
		1,827
		6,592,278

Approved and authorised for issue by the board of directors on 02 October 2019 and signed on its behalf by:

SD/- SD/-

Director Director

The notes as set out on pages 12 to 31 form an integral part of these special purpose financial statements.

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RightMatch Holdings Ltd.

STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

As at 1 Jan 2018 (as previously stated) Prior year adjustment (Note 16) Restated as at 1 Jan 2018 Total comprehensive profit for the year As at 31 December 2018 (As restated) Total comprehensive profit for the period Dividend paid Issued of bonus shares As at 31 July 2019	Stated capital USD 5,500 - 5,500 - 5,500 - - 5,604,050 5,609,550	(Accumulated Losses) / Retained Earnings USD (80,256) 224,253 143,997 63,907 207,904 205,320 (300,000) - 113,224	Fair Valuation Reserve USD 6,956,643 (224,253) 6,732,390 (355,343) 6,377,047 (772,997) - (5,604,050) -	Total equity USD 6,881,887 -
				6,881,887 (291,436)
				6,590,451 (567,677) (300,000) -
				5,722,774

The notes as set out on pages 12 to 31 form an integral part of these special purpose financial statements.

~~158~~

RightMatch Holdings Ltd.

STATEMENT OF CASH FLOWS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

Cash flows from operating activities Profit before taxation Changes in working capital: Decrease in prepayments Increase / (decrease) in accruals Realised gain on buy back of shares of investee company Brokerage fees and charges on buy back of shares of investee company Foreign exchange loss Net cash (used in) / from operating activities Cash flows from investing activity Proceeds from buy back of shares of investee company Net cash from investing activity Cash flows from financing activity Dividend payout net of earlier advance to shareholders Net cash used in financing activity Net increase in cash and cash equivalents Cash and cash equivalents at beginning of the period / year Cash and cash equivalents at end of the period / year	For the period from 1 January 2019 to 31 July 2019 USD 205,320 2,608 12,262 (232,088) 176 4,080 (7,642) 228,119 228,119 (103,307) (103,307) 117,170 3,626 120,796	For the year ended 31 December 2018 USD
		63,907 - (1,373) - - -
		62,534
		-
		-
		(60,000)
		(60,000)
		2,534 1,092
		3,626

The notes as set out on pages 12 to 31 form an integral part of these special purpose financial statements.

~~159~~

RightMatch Holdings Ltd.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

1. GENERAL INFORMATION

RightMatch Holdings Ltd., the “Company”, was incorporated in Mauritius on 10 April 2000 as a private company limited by shares and holds a Category 1 Global Business Licence issued by the Financial Services Commission. The Company has its registered office at IFS Court, Bank Street, TwentyEight, Cybercity, Ebene 72201, Mauritius.

The principal activity of the Company is to act as an investment holding company.

2. STATEMENT OF COMPLIANCE

The financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), which comprise of standards and interpretations approved by the International Accounting Standards Board (IASB), and International Accounting Standards and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee (IASC) that remain in effect.

3. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements are prepared in accordance with International Financial Reporting Standard (“IFRS”). A summary of the more important accounting policies which have been applied consistently, is set out below. The preparation of the financial statements in accordance with IFRS requires the directors to make estimates and assumptions that could affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

These financial statements which have been prepared by management for their purpose of evaluating the possible options for corporate restructuring, execution of such restructuring, and necessary fillings thereunder and should not be used for any other purposes.

4. CHANGES IN ACCOUNTING STANDARDS AND DISCLOSURES

(i) New and amended standards and interpretations that are mandatorily effective for the current period.

In the current period, the Company has applied the following new and revised IFRSs issued by the International Accounting Standards Board (“IASB”) and the International Financial Reporting Interpretations Committee (“IFRIC”) of the IASB that are relevant to its operations and effective for accounting periods beginning on 1 January 2019.

IFRS 9 Financial Instruments and associated amendments to various other standards

IFRS 9 replaces the multiple classification and measurement models in IAS 39 Financial instruments: Recognition and measurement with a single model that has initially only two classification categories: amortised cost and fair value.

Classification of debt assets will be driven by the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets. A debt instrument is measured at amortised cost if: a) the objective of the business model is to hold the financial asset for the collection of the contractual cash flows, and b) the contractual cash flows under the instrument solely represent payments of principal and interest.

~~160~~

RightMatch Holdings Ltd.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

4. CHANGES IN ACCOUNTING STANDARDS AND DISCLOSURES (CONTINUED)

(i) New and amended standards and interpretations that are mandatorily effective for the current period (Continued)

IFRS 9 Financial Instruments and associated amendments to various other standards (Continued)

All other debt and equity instruments, including investments in complex debt instruments and equity investments, must be recognised at fair value.

All fair value movements on financial assets are taken through the statement of profit or loss, except for equity investments that are not held for trading, which may be recorded in the statement of profit or loss or in reserves (without subsequent recycling to profit or loss).

For financial liabilities that are measured under the fair value option entities will need to recognise the part of the fair value change that is due to changes in their own credit risk in other comprehensive income rather than profit or loss.

The new hedge accounting rules (released in December 2013) align hedge accounting more closely with common risk management practices. As a general rule, it will be easier to apply hedge accounting going forward. The new standard also introduces expanded disclosure requirements and changes in presentation.

In July 2014, the IASB made further changes to the classification and measurement rules and also introduced a new impairment model. With these amendments, IFRS 9 is now complete. The changes introduce:

• a third measurement category (FVTOCI) for certain financial assets that are debt instruments

• a new expected credit loss (ECL) model which involves a three stage approach whereby financial assets move through the three stages as their credit quality changes. The stage dictates how an entity measures impairment losses and applies the effective interest rate method. A simplified approach is permitted for financial assets that do not have a significant financing component (eg trade receivables). On initial recognition, entities will record a day-1 loss equal to the 12 month ECL (or lifetime ECL for trade receivables), unless the assets are considered credit impaired.

For financial years commencing before 1 February 2015, entities could elect to apply IFRS 9 early for any of the following:

the own credit risk requirements for financial liabilities
classification and measurement (C&M) requirements for financial assets
C&M requirements for financial assets and financial liabilities, or
C&M requirements for financial assets and liabilities and hedge accounting.

After 1 February 2015, the new rules must be adopted in their entirety.

~~161~~

RightMatch Holdings Ltd. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

4. CHANGES IN ACCOUNTING STANDARDS AND DISCLOSURES (CONTINUED)

(i) New and amended standards and interpretations that are mandatorily effective for the current period (Continued)

IFRS 9 Financial Instruments and associated amendments to various other standards (Continued)

The following table explains the original measurement categories under IAS 39 and the new measurement categories under IFRS 9 for each class of the Company’s financial assets and financial liabilities as at 1 January 2018.

		Original measurement category under IAS 39	New measurement category under IFRS 9	Original carrying amount under IAS 39	Additional loss allowance recognised under IFRS 9	New carrying amount under IFRS 9
				USD	USD	USD
1	Cash and cash equivalents	Loan and receivables	Financial assets at amortised cost	3,626	Nil	3,626
2	Payables	Financial liabilities at amortised cost	Financial liabilities at amortised cost	1,827	Nil	1,827

IFRS 15 Revenue from contracts with customers and associated amendments to various other standards

The IASB has issued a new standard for the recognition of revenue. This will replace IAS 18 which covers contracts for goods and services and IAS 11 which covers construction contracts.

The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer – so the notion of control replaces the existing notion of risks and rewards.

A new five-step process must be applied before revenue can be recognised:

identify contracts with customers
identify the separate performance obligation
determine the transaction price of the contract
allocate the transaction price to each of the separate performance obligations, and
recognise the revenue as each performance obligation is satisfied.

~~162~~

RightMatch Holdings Ltd.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

4. CHANGES IN ACCOUNTING STANDARDS AND DISCLOSURES (CONTINUED)

(i) New and amended standards and interpretations that are mandatorily effective for the current period (Continued)

IFRS 15 Revenue from contracts with customers and associated amendments to various other standards (Continued)

Key changes to current practice are:

• Any bundled goods or services that are distinct must be separately recognised, and any discounts or rebates on the contract price must generally be allocated to the separate elements.

• Revenue may be recognised earlier than under previous standards if the consideration varies for any reasons (such as for incentives, rebates, performance fees, royalties, success of an outcome etc) – minimum amounts must be recognised if they are not at significant risk of reversal.

• The point at which revenue is able to be recognised may shift: some revenue which is currently recognised at a point in time at the end of a contract may have to be recognised over the contract term and vice versa.

There are new specific rules on licences, warranties, nonrefundable upfront fees and,
consignment arrangements, to name a few.
As with any new standard, there are also increased disclosures.

These accounting changes may have flow-on effects on the entity’s business practices regarding systems, processes and controls, compensation and bonus plans, contracts, tax planning and investor communications. Entities will have a choice of full retrospective application, or prospective application with additional disclosures.

IFRIC 22 Foreign Currency Transactions and Advance Consideration

The interpretation clarifies how to determine the date of transaction for the exchange rate to be used on initial recognition of a related asset, expense or income where an entity pays or receives consideration in advance for foreign currency-denominated contracts.

For a single payment or receipt, the date of the transaction should be the date on which the entity initially recognises the non-monetary asset or liability arising from the advance consideration (the prepayment or deferred income/contract liability).

If there are multiple payments or receipts for one item, a date of transaction should be determined as above for each payment or receipt.

Entities can choose to apply the interpretation:

retrospectively for each period presented
prospectively to items in scope that are initially recognised on or after the beginning of the reporting period in which the interpretation is first applied, or
prospectively from the beginning of a prior reporting period presented as comparative information.

~~163~~

RightMatch Holdings Ltd.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

4. CHANGES IN ACCOUNTING STANDARDS AND DISCLOSURES (CONTINUED)

(ii) New and revised IFRSs and interpretations in issue but not yet effective

The following standards and interpretations had been issued but were not mandatory for annual reporting periods ending 31 July 2019.

IFRS 16 Leases

IFRS 16 will affect primarily the accounting by lessees and will result in the recognition of almost all leases on balance sheet. The standard removes the current distinction between operating and financing leases and requires recognition of an asset (the right to use the leased item) and a financial liability to pay rentals for virtually all lease contracts. An optional exemption exists for short-term and low-value leases.

The statement of profit or loss will also be affected because the total expense is typically higher in the earlier years of a lease and lower in later years. Additionally, operating expense will be replaced with interest and depreciation, so key metrics like EBITDA will change.

Operating cash flows will be higher as cash payments for the principal portion of the lease liability are classified within financing activities. Only the part of the payments that reflects interest can continue to be presented as operating cash flows.

The accounting by lessors will not significantly change. Some differences may arise as a result of the new guidance on the definition of a lease. Under IFRS 16, a contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Interpretation 23 Uncertainty over Income Tax Treatments

The interpretation explains how to recognise and measure deferred and current income tax assets and liabilities where there is uncertainty over a tax treatment. In particular, it discusses:

how to determine the appropriate unit of account, and that each uncertain tax treatment should be considered separately or together as a group, depending on which approach better predicts the resolution of the uncertainty;
that the entity should assume a tax authority will examine the uncertain tax treatments and have full knowledge of all related information, ie that detection risk should be ignored;
that the entity should reflect the effect of the uncertainty in its income tax accounting when it is not probable that the tax authorities will accept the treatment;

~~164~~

RightMatch Holdings Ltd.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

4. CHANGES IN ACCOUNTING STANDARDS AND DISCLOSURES (CONTINUED)

(ii) New and revised IFRSs and interpretations in issue but not yet effective (Continued)

Interpretation 23 Uncertainty over Income Tax Treatments (Continued)

that the impact of the uncertainty should be measured using either the most likely amount or the expected value method, depending on which method better predicts the resolution of the uncertainty, and
that the judgements and estimates made must be reassessed whenever circumstances have changed or there is new information that affects the judgements. While there are no new disclosure requirements, entities are reminded of the general requirement to provide information about judgements and estimates made in preparing the financial statements.

5. SUMMARY OF ACCOUNTING POLICIES

The principal accounting policies set out below have been consistently applied in dealing with items which are considered material in relation to the Company’s financial statements.

(a) Revenue recognition

Dividend income is recognised when the shareholders’ right to receive payment is established.

Interest income is recognised as it accrues unless collectability is in doubt.

(b) Expense recognition

All expenses are accounted for in the profit or loss on an accrual basis.

(c) Foreign currency translation

(i) Functional and presentation currency

Items included in the financial statements of each of the Company entities are measured using the currency of the primary economic environment in which the Company operates (‘the functional currency’). The Company’s financial statements are presented in USD which is the Company’s functional and presentation currency.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit or loss.

~~165~~

RightMatch Holdings Ltd. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

5. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

(c) Foreign currency translation (Continued)

(ii) Transactions and balances (Continued)

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit or loss within ‘finance income or cost’. All other foreign exchange gains and losses are presented in the profit or loss within ‘other (losses)/gains – net’.

Translation differences arising on non-monetary assets and liabilities are included in the translation reserve in equity.

(d) Financial instruments

Financial instruments carried on the statement of financial position include available-forsale investments, advance to shareholders, cash and cash equivalents, amount due to shareholders, amount due to related party and accruals. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item.

Disclosures about financial instruments to which the Company is a party are provided in Note 12.

Classification and initial measurement of financial assets

The classification of financial instruments at initial recognition depends on the purpose and management’s intention for which the financial instruments were acquired and their characteristics.

Financial assets within the scope of IFRS 9 are classified as financial assets at fair value through profit and loss (FVTPL), amortised cost, or fair value through other comprehensive income (FVTOCI) (in terms of the Company’s business model and contractual cash flows or designated as such), as appropriate. In the periods presented, the Company does not have any financial assets categorised as FVTPL. Financial assets carried on the statement of financial position include financial assets at FVTOCI, dividend receivable and cash and cash equivalents.

Financial liabilities within the scope of IFRS 9 are classified as financial liabilities at fair value through profit and loss or amortised cost, as appropriate. All financial liabilities are recognized initially at fair value. Financial liabilities carried on the statement of financial position include accruals.

(i)Equity investments

-Classification and measurement prior to 1 January 2018 (as per IAS 39)

The Company had classified its investments as available-for-sale financial assets.

~~166~~

RightMatch Holdings Ltd. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

5. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

(d) Financial instruments (Continued)

(i) Equity investments (Continued)

Investments that the Company intended to hold for an indefinite period of time were classified as available-for-sale. These were included in non-current assets unless management has expressed its intention of holding the investment for less than twelve months from the reporting date, in which case they would have been included in current assets.

Classification and measurement prior to 1 January 2018 (as per IAS 39)

All purchases and sales of investments were recognised on the trade date, which is the date that the Company commits to purchase or sell the assets. Cost of purchase included transaction costs. Available-for-sale investments were subsequently re-measured at fair value based on quoted bid prices. From time to time, the directors might adjust the basis of the valuation of these investments if they considered such adjustments are required to reflect more fairly the value of the investments. Gains and losses arising from changes in the fair valuation of available-for-sale investments were recognised in other comprehensive income and dealt under ‘revaluation reserve’.

Classification and measurement as from 1 January 2018 (as per IFRS 9)

As from 1 January 2018, the Company classifies its equity investments as financial assets at fair value through other comprehensive income (FVTOCI)

Financial assets at fair value through other comprehensive income (FVTOCI)

The Company elected to present in other comprehensive income changes in the fair value of its equity investment previously classified as available-for-sale, which are subsequently measured at fair value. Where the Company’s management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss following derecognition of the investment. Dividend from such investments continue to be recognized in profit or loss.

The Company’s equity assets are listed investments on the Indian Stock Exchange market and they are fair valued at the reporting date based on the last traded price at close of business of the Indian stock exchange market.

(ii) Cash and cash equivalents

Cash and cash equivalents consist of balance with bank.

(iii) Accruals

Accruals are stated at their nominal value.

(iv) Loan from shareholders and related party

The amount payable to shareholders and related parties are stated at amount disbursed

~~167~~

RightMatch Holdings Ltd. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

5. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

(e) Equity

Stated capital is determined using the nominal values of shares that have been issued.

Retained earnings include all current and prior period results as disclosed in the statement of profit or loss and other comprehensive income.

(f) Taxation

Income tax on the profit or loss for the period comprises of current and deferred tax. Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of prior years.

Deferred tax is recognised using the liability method, providing on all temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit and differences relating to investments in subsidiaries and jointly controlled entities to the extent that they probably will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

(g) Provisions

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events and, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made.

(h) Related parties

Related parties are individuals and companies where the individuals or companies have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.

6. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of financial statements in conformity with IFRS requires the directors to make use of certain critical accounting estimates. It also requires directors to exercise its judgement in the process of applying the Company’s accounting policies.

The following are the management’s judgements made in applying the accounting policies of the Company that have the most significant effect on the financial statements. Critical estimation uncertainties are described in Note 7.

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RightMatch Holdings Ltd.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

6. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTINUED)

(a) Determination of functional currency

The determination of functional currency of the Company is critical since recording of transactions and exchange differences arising there are dependent on the functional currency selected. As described in note 5(c), the directors have considered those factors therein and have determined that the functional currency of the Company is the USD.

(b) Impairment of financial assets

IFRS 9 effectively incorporates an impairment review for financial assets that are measured at fair value, as any fall in fair value is taken to profit or loss or other comprehensive income for the period, depending upon the classification of the financial asset.

For financial assets designated to be measured at amortised cost, an entity must make an assessment at each reporting date whether there is evidence of possible impairment; if there is, then an impairment review should be performed. If impairment is identified, it is charged to profit or loss immediately. Quantification of the recoverable amount would normally be based upon the present value of the expected future cash flows estimated at the date of the impairment review and discounted to their present value based on the original effective rate of return at the date the financial asset was issued.

The Company’s policy is to maintain cash balances and short-term deposits with a reputable banking institution and to monitor the placement of cash balances on an ongoing basis.

There are no such indications of events having impact on future cash flows of the Company. Therefore, no impairment provision is required to be made by the Company.

7. ESTIMATION UNCERTAINTY

When preparing the financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses.

The actual result may differ from the judgements, estimates and assumptions made by management and will seldom equal the estimated results.

8. TAXATION

Income tax

The Company holds a Category 1 Global Business License for the purpose of the Financial Services Act 2007 of Mauritius. Pursuant to the enactment of the Finance Act 2018, with effect as from 1 January 2019, the deemed tax credit has been phased out, through the implementation of a new tax regime. Companies which had obtained their Category 1 Global Business Licence on or before 16 October 2017, including the Company, have been grandfathered and would benefit from the deemed tax credit regime up to 30 June 2021.

~~169~~

RightMatch Holdings Ltd.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

8. TAXATION (CONTINUED)

Accordingly, the Company is entitled to a foreign tax credit equivalent to the higher of the actual foreign tax suffered or 80% of the Mauritian tax (“Deemed tax credit”) on its foreign source income resulting in an effective tax rate on net income of up to 3%, up to 30 June 2021. Further, the Company is exempted from income tax in Mauritius on profits or gains arising from sale of securities. In addition, there is no withholding tax payable in Mauritius in respect of payments of dividends to shareholders or in respect of redemptions or exchanges of shares.

Post 30 June 2021 and under the new tax regime and subject to meeting the necessary substance requirements as required under the Financial Services Act 2007 (as amended by the Finance Act 2018) and such guidelines issued by the Financial Services Commission, the Company is entitled to either (a) a foreign tax credit equivalent to the actual foreign tax suffered on its foreign income against the Company’s tax liability computed at 15% on such income, or (b) a partial exemption of 80% of some of the income derived, including but not limited to foreign source dividends or interest income.

The foregoing is based on the taxation laws and practices currently in force in Mauritius and may be subject to change.

For the period under review, the Company did not have any tax liability and therefore, no provision has been made.

Tax reconciliation Profit before taxation Dividend grossed up Exempt income Unauthorised deduction Tax losses brought forward from previous years Income tax at 15 % Actual foreign tax suffered (maximum claimed) Tax liability	Period from 1 January 2019 to 31 July 2019 USD 205,320 - (232,088) 26,768 - - - - -	Year ended 31 December 2018 USD
		63,907 16,687 - - (40,682)
		39,912
		5,987 5,987
		-

~~170~~

RightMatch Holdings Ltd.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

9. FINANCIAL ASSETS AT FAIR VALUE THOUGH OCI

Financial assets at fair value through other comprehensive income (FVTOCI)

At beginning of the year Transferred from AFS Fair value adjustment for the year Disposal At end of the period / year	For the period from 1 January 2019 to 31 July 2019 6,387,534 - (772,997) (287) 5,614,250	Restated Year ended 31 December 2018 USD
		- 6,742,877 (355,343) -
		6,387,534

Financial assets at FVTOCI comprise equity securities which are not held for trading, and for which the Company had made an irrevocable election last year at initial recognition to recognise changes in other comprehensive income rather than profit or loss as these are strategic investments and the management considered this to be more relevant.

The details of the investment as at 31 July 2019 are as follows:

Name of company	Number of shares	% holding	Fair Value	Cost
			USD	USD
R Systems	8,828,489 equity	7.34%	5,614,250	10,201
International Limited	shares

The Company has invested to the extent of 7.34% (2018:7.32%) representing 8,828,489 equity shares of face value of INR1 each (2018: 9,076,218 equity shares of face value of INR1 each), in R Systems International Limited, a company quoted on the BSE Limited (BSE) and National Stock Exchange of India (NSE). The investments have been valued based on quoted market prices available on the BSE which was INR43.75 per share as at 31 July 2019 (2018: INR49.10). The market value of the investment has been converted into USD at the exchange rate of USD1: INR68.7975 (2018: USD1: INR69.7675).

During the period under review, R Systems International Limited, bought back 247,729 equity shares held by the Company for consideration amounting to USD228,119 resulting in a gain on the share buyback amounting to USD232,088.

~~171~~

RightMatch Holdings Ltd.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

10. STATED CAPITAL

STATED CAPITAL
*Issued and fully paid:* 5,500 ordinary shares of USD1 each	As at 31 July 2019 USD 5,609,550	As at 31 December 2018 USD
		5,500

The issued share capital of the Company comprises of 5,609,550 ordinary shares (2018: 5,500 ordinary share) with a par value of USD1 per share. These shares are entitled to voting rights and to dividends. Shareholders have various rights under the Company’s constitution, including the rights to income distributions subject to solvency test and other legal requirements. They are also required to attend and vote at meeting of shareholders.

During the period under review, the Company issued 5,604,050 ordinary shares equally to Mr Satinder Singh Rekhi and Mrs Harpreet Singh Rekhi, the shareholders of the Company, out of the revaluation reserves.

11. FAIR VALUE ESTIMATION

(a) Values of financial instruments

The Company’s financial assets at fair value through other comprehensive income are valued as described in Note 9.

The Company’s other financial assets and liabilities include advance to shareholders, cash and cash equivalents, amount due to shareholders, amount due to related party and accruals.

Fair valuation hierarchy

Fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurements in its entirety, which are described as follows:

Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

Level 2: inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly.

Level 3: inputs are unobservable inputs for the assets or liability.

~~172~~

RightMatch Holdings Ltd.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

11. FAIR VALUE ESTIMATION (CONTINUED)

(a) Values of financial instruments (Continued)

The following tables set out the fair values of financial instruments that are analysed by the level in the fair value hierarchy into which each fair value measurement is categorised:

Assets At 31 July 2019 Financial assets at FVTOCI Cash and cash equivalents Liabilities At 31 July 2019 Payables Assets At 31 December 2018 Financial assets at FVTOCI Advance to shareholders Cash and cash equivalents Liabilities At 31 December 2018 Amount due to related party Payables	Level 1 Level 2 Level 3 Total USD USD USD USD 5,614,250 - - 5,614,250 - - 120,796 120,796 5,614,250 - 120,796 5,735,046 Level 1 Level 2 Level 3 Total USD USD USD USD - - 14,089 14,089 - - 14,089 14,089 Level 1 Level 2 Level 3 Total USD USD USD USD 6,387,534 - - 6,387,534 - - 196,693 196,693 - - 3,626 3,626
	6,387,534 - 200,319 6,587,853
	Level 1 Level 2 Level 3 Total USD USD USD USD - - - - - - 1,827 1,827
	- - 1,827 1,827

~~173~~

RightMatch Holdings Ltd.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

11. FAIR VALUE ESTIMATION (CONTINUED)

(a) Values of financial instruments (Continued)
Fair valuation hierarchy (Continued)

The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the Company is the current bid price.

The financial instruments not measured at fair value through profit or loss are short-term financial assets and financial liabilities whose carrying amounts approximate fair value.

The fair values of cash and cash equivalents and accruals approximate their carrying values to their short term nature.

12. FINANCIAL RISK MANAGEMENT

Financial risks

The Company’s investment activities expose it to the various types of risks, which are associated with the financial instruments and markets in which it invests. The following is a summary of the main risks:

(i) Currency risk

The Company invests in shares denominated in currencies other than its reporting currency, the United States dollar. Consequently, the Company is exposed to the risks that the exchange rate of the United States dollar relative to those currencies may change in a manner which has an adverse effect on the reported value of that portion of the Company’s assets which are denominated in those currencies.

(ii) Concentration risk

At 31 July 2019, a significant portion of the Company’s net assets consisted of investment in an Indian company which involves certain considerations and risks not typically associated with investments in other more developed countries. Further economic and political developments in India could adversely affect the liquidity or value, or both, of securities in which the Company has invested.

~~174~~

RightMatch Holdings Ltd. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

12. FINANCIAL RISK MANAGEMENT (CONTINUED)

(iii) Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the loan to related party and shareholders.

The Company’s investment and operational transactions are carefully allocated to counterparties reflecting the credit worthiness of financial institutions.

At 31 July 2019, the Company is not exposed to such risk.

(iv) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The table below summarizes the maturity profile of the Company financial liabilities on contractual undiscounted payments.

Financial liabilities 31 July 2019 Accruals 31 December 2018 Amount due to related party Accruals	Due < 1 year USD 14,089 14,089 - 1,827 1,827	Due > 1 year USD - - - - -	Total USD 14,089
			14,089
			- 1,827
			1,827

~~175~~

RightMatch Holdings Ltd.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

12. FINANCIAL RISK MANAGEMENT (CONTINUED)

(v) Sensitivity analysis

A 10% strengthening of United States dollar against the Indian rupee at the reporting date would decrease equity and profit or loss by the amounts shown below. The analysis assumes that all other variables remain constant.

Indian rupee (INR)	Effect on Equity 31 July 2019 USD 510,386	Effect on Equity 31 December 2018 USD
		580,685

A 10% weakening of United States dollar against the Indian rupee at the reporting date would increase equity and profit or loss by the amounts shown below. The analysis assumes that all other variables remain constant.

Indian rupee (INR)	Effect on Equity 31 July 2019 USD (623,806)	Effect on Equity 31 December 2018 USD
		(709,726)

(vi) Capital risk management

The Company’s objectives when managing capital are to raise sufficient funds for the initial investment and to safeguard the Company’s ability to pay its debts as they fall due in order to continue as a going concern and provide returns for the shareholder. Capital comprises equity.

In order to maintain or adjust the capital structure, the Company may issue new shares or have recourse to its parent for funding or sell its investment and vary the amount of dividends or return capital to the shareholder.

~~176~~

RightMatch Holdings Ltd. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

12. FINANCIAL RISK MANAGEMENT (CONTINUED)

(vii) Price risk

Price risk is the risk that the value of the financial instrument will fluctuate as a result of changes in market prices, whether caused by factors specific to the instrument or all factors affecting all similar instruments.

The Company has investment in R Systems International Limited, an Indian Company whose shares are listed on Indian stock exchanges. The market price of the shares constantly changes due to market forces or other specific trading factors. Hence, the Company is exposed to the risk that the reported value of its investment may be adversely affected due to fluctuations in the market price of the shares.

(viii) Market risk

The Company takes on exposure to market risk, which is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.

Market risks arise from open positions in interest rate, currency and equity products, all of which are exposed to general and specific market movements and changes in the level of volatility of market rates or prices such as interest rates and foreign exchange rates.

(b) Currency profile

The currency profile of the Company’s financial assets and liabilities is summarised as follows:

follows:
Indian rupee United States dollar	Financial assets 31 July 2019 USD 5,614,250 120,796 5,735,046	Financial liabilities 31 July 2019 USD - 14,089 14,089	Financial assets 31 December 2018 USD 6,387,534 200,319 6,587,853	Financial liabilities 31 December 2018 USD
				- 1,827
				1,827

Prepayments amounting to USD1,817 (2018: USD4,425) have not been included in the financial assets.

~~177~~

RightMatch Holdings Ltd. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

13. RELATED PARTY TRANSACTIONS

During the period under review, the Company had transactions with the related parties. Details of the nature, volume of transactions and balances for related party transactions are as follows:

are as follows:
Related parties	Relationship	Nature of	Movement	Debit /	Debit /
		transaction	during the	(credit)	(credit)
			period	Balances	Balances
				31	31
				July	December
				2019	2018
			USD	USD	USD
Mr. & Mrs. Rekhi	Shareholders	Advance	(196,693)	-	196,693
Mr. & Mrs. Rekhi	Shareholders	Dividend	(300,000)	(300,000)	-
		paid
R Systems	Investee	Proceeds	228,119	228,119	-
International Limited	Company	from buy
		back of
		shares
SANNE Mauritius	Administrator	Services	(5,594)	(6,271)	(677)
	Secretary and
	Tax Agent

14. CAPITAL MANAGEMENT

Internally imposed capital requirements

The Company’s objectives when managing capital are:

to provide an adequate return to shareholders by pricing services commensurate with the level of risk;
to comply with the capital requirements set out by the regulators;
to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders;
to maintain a strong asset base to support the development of business; and
to maintain an optimal capital structure to reduce the cost of capital.

~~178~~

RightMatch Holdings Ltd. NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2019 TO 31 JULY 2019

14. CAPITAL MANAGEMENT (CONTINUED)

Internally imposed capital requirements (continued)

The Company sets the amount of capital in proportion to risk. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt and therefore, consistently with others in the industry, the Company does not have any external debts and therefore, consistently with others in the industry, the Company is not required to monitor its capital on the basis of the gearing ratio. There have not been any changes in the way the Company manages its capital.

Externally imposed capital requirements

The Company is not exposed to any externally imposed capital requirements.

15. COMPARATIVES

The financial statements have been prepared for a period of 7 months from 1 January 2019 to 31 July 2019. The comparative figures represent for the 12 months period from 1 January 2018 to 31 December 2018. Therefore, they are not comparable.

16. PRIOR YEAR RESTATEMENT

A realized loss of USD39,915 on buyback of shares held by the Company in R Systems International Ltd was recorded in the financial statement of the Company for the year ended 31 December 2016. It was noted that it should have been a realized gain of USD184,338 on the said buyback of shares and on that basis the realized gain amount has been adjusted with prior period figures restated.

17. EVENTS AFTER THE REPORTING PERIOD

Other than the Company’s directors looking for possible options for corporate restructuring there are no other events after the reporting date which would require amendments or additional disclosures to the special purpose financial statements.

~~179~~

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R SYSTEMS INTERNATIONAL LIMITED Corporate Identification No. L74899DL1993PLC053579 Registered Office: GF-1-A, 6, Devika Tower, Nehru Place, New Delhi - 110 019 Corporate Office: C - 40, Sector - 59, Noida (U.P.) - 201 307 Telephone: 0120 - 430 3500 Fax: 0120 - 4082699 Website: www.rsystems.com; Email: [email protected]

POSTAL BALLOT FORM

(1) Postal Ballot Number : (2) Name(s) of unsecured creditors (s) : (3) Registered Address of the unsecured : creditors

I/We hereby exercise my/our vote in respect of the resolution to be passed through Postal Ballot for the business stated in the notice dated May 30, 2020 by sending my/our assent or dissent to the said resolution(s) by placing the tick ( ) mark at the appropriate place in the box below:

S. No.	Description	I/We assent to the Resolution (FOR)	I/We dissent to the Resolution (AGAINST)
1.	Approval of the Scheme of Amalgamation between RightMatch Holdings Limited and R Systems International Limited and their respective shareholders and creditors under Sections 230-232, 234 of the Companies Act,2013 and the rules made thereunder.

Place:

Date:

(Signature of the unsecured creditors)

Electronic voting particulars

		Electronic voting particulars
	Electronic Voting Sequence No. (EVSN)	User ID	Sequence Number

Note: Please read the instructions printed under the Note No. 13 to the Notice dated May 30, 2020. The e-voting period starts from 10:00 a.m. (IST) on Monday, June 8, 2020 and ends at 05:00 p.m. (IST) on Tuesday, July 7, 2020. The voting module shall be disabled by Link Intime India Private Limited for voting thereafter.

Note: Please read carefully the instructions printed overleaf before exercising the vote.

INSTRUCTIONS

Unsecured Creditors have option to vote either through Postal Ballot Form or through e-voting. If an unsecured creditor has opted for Physical Postal Ballot, then he/she should not vote by e-voting and vice versa. However, in case unsecured creditors cast their vote by Physical Ballot and e-voting, then voting done through e-voting shall prevail and voting done by Physical Ballot will be treated as invalid. The detailed procedure for e-voting is enumerated in the Notes to the Postal Ballot Notice.
Unsecured creditor desiring to exercise his/her vote by Postal Ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the self-addressed postage pre-paid Business Reply Envelope. Postage will be borne and paid by the Company. However, envelopes containing Postal Ballot(s), if deposited with the Company in person or if sent by courier or by Registered Post/Speed Post at the expense of the unsecured creditor will also be accepted.
The Postal Ballot Form should be completed and signed by the unsecured creditors.
Duly completed Postal Ballot Form should reach the Scrutinizer appointed by the NCLT at Corporate Office of the Company at C-40, Sector-59, Noida-201307 not later than working hours (i.e. 17:00 hours IST) on Tuesday, July 7, 2020. Postal Ballot Form received after this date will be strictly treated as if the reply from such unsecured creditors (s) has not been received.
Unsecured Creditors as on December 31, 2019 shall be entitled to vote.
The right of voting by Postal Ballot shall not be exercised by proxy.
In the case of unsecured creditor is companies, trusts, societies etc., the duly completed Postal Ballot Form should be accompanied by a certified copy of the board resolution/ authorization.
Unsecured Creditor may request for a duplicate Postal Ballot Form, if so required. However, the duly filled in and signed duplicate Postal Ballot Form should reach the Scrutinizer not later than the date specified at instruction number 4 above.
Unsecured Creditors are requested to fill in the Postal Ballot Form in indelible ink and not in any erasable writing mode.
Incomplete, unsigned or incorrect Postal Ballot Forms will be rejected. The Scrutinizer’s decision on the validity of the Postal Ballot Forms shall be final and binding.
The Scrutinizer appointed for Voting Process (i.e. Postal Ballot and e-voting), will submit his report to the Chairman upon completion of scrutiny, in a fair and transparent manner, of voting not later than forty eight hours from the conclusion of the voting. The Chairman shall announce the results of Voting and the results shall be placed at the Registered Office and Corporate Office of the Company. The Resolution, if approved by the requisite majority, shall be deemed to have been passed on Tuesday, July 07, 2020, being the last date specified for receipt of duly completed Postal Ballot Forms/e-voting. The result will thereafter be posted on the website of the Company i.e. www.rsystems.com and on the website of Link Intime India Private Limited i.e. https://instavote.linkintime.co.in immediately after the declaration of result by the Chairman. The results shall also be immediately forwarded to the Stock Exchanges i.e. National Stock Exchange of India Limited and BSE Limited.
The detailed procedure for e-voting is enumerated in the Notes to the Postal Ballot Notice.

AI assistant

R Systems International Limited — Proxy Solicitation & Information Statement 2020

61263_rns_2020-06-06_a3747ec4-3d6f-4553-a2a6-b384039e3641.pdf

R SYSTEMS INTERNATIONAL LIMITED

NOTICE OF POSTAL BALLOT AND E-VOTING TO THE UNSECURED CREDITORS OF R SYSTEMS INTERNATIONAL LIMITED AS PER THE DIRECTIONS OF THE NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI BENCH

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI BENCH COMPANY APPLICATION NO. CA/CAA/48/ND/2020

In the Matter of the Companies Act, 2013 (18 of 2013)

And

And

And

NOTICE OF POSTAL BALLOT AND E-VOTING TO THE UNSECURED CREDITORS OF R SYSTEMS INTERNATIONAL LIMITED

Dated this May 30, 2020

Sd/-

S P Singh Chawla

(Chairperson appointed for the voting)

Place: NOIDA

Notes:

v Log-in to e-Voting website of Link Intime India Private Limited (LIIPL)

v Cast your vote electronically

v General Guidelines for Unsecured Creditors:

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI BENCH COMPANY APPLICATION NO. CA/CAA/48/ND/2020

In the Matter of the Companies Act, 2013 (18 of 2013)

And

And

And

6. Particulars of R Systems

7. Submissions, Approvals and Other Information:

(a) Summary of Valuation Report of a registered valuer including basis of Valuation and the Fairness Opinion:

(e) Rationale for the Scheme of Amalgamation

(f) Clause 21 of the Scheme – Conditionality of the Scheme

The features set out above being only the salient features of the Scheme of Amalgamation, the Unsecured Creditors of R Systems International Limited are requested to read the entire text of the Scheme of Amalgamation to get themselves fully acquainted with the provisions thereof.

11. Relationship between the parties

Sd/-

SP Singh Chawla

(Chairperson appointed for the voting)

Place: NOIDA

Annexure II

R SYSTEMS INTERNATIONAL LIMITED

SHAREHOLDERS AND CREDITORS

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF R SYSTEMS INTERNATIONAL LIMITED AT ITS MEETING HELD ON OCTOBER 25, 2019

AT 11:30 A.M. AT C-40, SECTOR -59, NOIDA-201307 AS PER THE PROVISIONS OF SECTION 232(2)(c) OF THE COMPANIES ACT, 2013

For R Systems International Limited

Sd/-

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

Measurement of fair values

3 (d). Intangible assets

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

Note:

Notes to Standalone Financial Statements for the year ended December 31, 2019

8c. Cash and bank balances

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

Notes:

(b) Terms/rights attached to equity shares:

(c) Shares held by holding / ultimate holding company and / or their subsidiaries / associates:

(d) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

(i) Shares issued pursuant to merger of GM Solutions Private Limited:

(ii) Shares bought back:

R Systems International Limited Notes to Standalone Financial Statements for the year ended December 31, 2019

11. Equity share capital (contd.)

(g) Shares reserved for issue under options

(i) R Systems International Limited Employees Stock Option Plan – Year 2001 ('the Plan' or ‘ESOP Plan 2001’)

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

11. Equity share capital (contd.)

Notes to Standalone Financial Statements for the year ended December 31, 2019

11. Equity share capital (contd.)

(ii) R Systems International Limited Employee Stock Option Scheme 2007 ('the Plan' or ‘ESOP Plan 2007’)

Fair value of share options

R Systems International Limited

Notes to Standalone Financial Statements for the year ended December 31, 2019

R Systems International Limited

R Systems International Limited Proxy Solicitation & Information Statement 2020