R Systems International Ltd


BSE: 532735 | NSE: RSYSTEMS | ISIN: INE411H01032 
Market Cap: [Rs.Cr.] 640 | Face Value: [Rs.] 1
Industry: Computers - Software - Medium / Small

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Director's Report

Directors

Dear Shareholders,

Your directors take great pleasure in presenting the Twentieth Annual Report on thebusiness and operations of R Systems International Limited ("R Systems" or the"Company") together with the audited statements of accounts for the year endedDecember 31, 2013.

1. Financial Results

a. Standalone financial results of R Systems

(Rs. in Millions)

Financial Year ended

Particulars 31.12.2013 31.12.2012
Total income 2,739.72 2,331.49
Profit before depreciation, exceptional items and tax 589.30 369.66
Less : Depreciation and amortisation 47.81 62.40
Profit before tax 541.49 307.26
Less : Current tax (net of MAT credit) 188.29 95.40
Less : Deferred tax charge / (credit) (12.32) 6.58
Profit after tax 365.52 205.28
Surplus in the statement of profit and loss
Balance as per last financial statements 609.70 805.01
Add: Profit for the current year 365.52 205.28
Less: Appropriations
Proposed dividend (refer note below) 120.70 94.26
Tax on proposed dividend (refer note below) 21.24 15.29
Interim dividend 139.24 199.19
Tax on interim dividend 23.66 32.31
Transfer to general reserve 36.55 59.53
Total appropriations 341.39 400.58
Net surplus in the statement of profit and loss 633.83 609.70

The Company has issued 50,100 shares pursuant to exercise of ESOP up to book closuredate for distribution of dividend for the year 2012 and accordingly increased theappropriation in the current year by Rs. 0.38 million and Rs. 0.06 million as dividend andtax on dividend respectively. Further, due to increase in surcharge rate under FinanceAct, 2013 the Company has additionally appropriated Rs. 0.73 million towards tax ondividend proposed for the year 2012.

b. Consolidated financial results of R Systems and its subsidiaries

(Rs. in Millions)
Particulars

Financial Year ended

31.12.2013 31.12.2012
Total income 6,007.69 4,700.13
Profit before depreciation, exceptional items and tax 819.97 389.43
Less : Depreciation and amortization 101.71 100.89
Profit before tax 718.26 288.54
Less : Current tax (net of MAT credit) 192.50 94.99
Less : Deferred tax charge / (credit) (1.23) 9.93
Profit after tax 526.99 183.62
Surplus in the statement of profit and loss
Balance as per last financial statements 582.14 799.11
Add: Profit for the current year 526.99 183.62
Less: Appropriations
Proposed dividend 120.70 94.26
Tax on proposed dividend 21.24 15.29
Interim dividend 139.24 199.19
Tax on interim dividend 23.66 32.31
Transfer to general reserve 36.55 59.53
Total appropriations 341.39 400.58
Net surplus in the statement of profit and loss 767.74 582.14

Previous Year figures have been regrouped / recasted, wherever necessary.

2. Results of Operations

Standalone Accounts

• Total income during the year 2013 increased to Rs. 2,739.72 million as againstRs. 2,331.49 million during the year 2012, a growth of 17.51%.

• Profit after tax was Rs. 365.52 million during the year 2013 as compared to Rs.205.28 million during 2012, a growth of 78.06%.

• Basic earnings per share (of face value of Re. 1/- each) was Rs. 2.90 for theyear 2013 as compared to Rs. 1.65 for the year 2012, a growth of 75.76%.

Consolidated Accounts

• Consolidated total income during the year 2013 increased to Rs. 6,007.69 millionas against Rs. 4,700.13 during the year 2012, a growth of 27.82%.

• Profit after taxes was Rs. 526.99 million during the year 2013 as compared toRs. 183.62 million during 2012, a growth of 187%.

• Basic earnings per share (of face value of Re. 1/- each) were Rs. 4.18 for theyear 2013 as compared to Rs. 1.48 for the year 2012, a growth of 182.43%.

3. Appropriations and Reserves

Dividend

During the year 2013, the Board declared two interim dividends namely, first interimdividend of Rs. 2.50 per equity share of Rs. 10/- each at its meeting held on July 27,2013 and second interim dividend of Rs. 8.50 per equity share of Rs. 10/- each at itsmeeting held on October 25, 2013.

Taking into consideration the operating profits for the year 2013 and a positiveoutlook for the future, the Board of Directors (the "Board") is pleased torecommend a final dividend of Rs. 0.95 per equity share of Re. 1/- each (Rs. 9.50 perequity share of Rs. 10/- each before sub-division of equity shares), being 95% on the parvalue, to be appropriated from the profits of the Company for the financial year 2013subject to the approval of the shareholders at the ensuing Annual General Meeting. Totaldividend including two interim dividends already paid for the year 2013 comes to Rs. 2.05per equity share of Re. 1/- each (Rs. 20.50 per equity share of Rs. 10/- each) i.e. 205%,as compared to total dividend including interim dividend in the form of special dividendpaid for the year 2012 at Rs. 23.50 per equity shares of Rs. 10/- each i.e. 235%.

The aforesaid final dividend for the year 2013 as recommended by the Board, if approvedat the ensuing Annual General Meeting, will be paid to all the equity shareholders whosenames appear in the Register of Members of the Company as of the opening business hours onMay 02, 2014 after giving effect to all valid share transfers in physical form which wouldbe received by the Company's registrar and share transfer agent M/s Link Intime IndiaPrivate Limited up to the end of business hours on, May 01, 2014 and to those whose namesappear as beneficial owners in the records of National Securities Depository Limited("NSDL") and Central Depository Services (India) Limited ("CDSL") asof the said date.

The register of members and share transfer books shall remain closed from May 02, 2014to May 10, 2014, both days inclusive.

Transfer to Reserves

It is proposed to transfer a sum of Rs. 36,552,200/- (Rupees Thirty Six Million FiveHundred Fifty Two Thousand and Two Hundred only) from the current year profit incompliance with the Companies (Transfer of Profits to Reserves) Rules, 1975.

4. Business

R Systems is a leading provider ofoutsourced product development services, businessprocess outsource services and also offers own product suite in BFSI, Manufacturing &Logistic verticals. R Systems diversified offering includes:

(IPLM Services Group)

Under IPLM Services, R Systems delivers solutions and services in the area ofInformation Technology and Information Technology enabled services. The IT services coverapplication development, systems integration and support and maintenance of applications.Under the ITES we cover managed services, BPO services covering both technical support forIT and Hi-Tech electronic gadgets, high-end Quality Process Management and Revenue andClaims Management using our global delivery model in 20 languages.

Products Group

R Systems products group consists of two units. Indus which address the retaillending, telecom and insurance industry and ECnet which addresses supply chain,warehousing and inventory management.

Indus offerings include an integrated enterprise muti-portfolio lending suite forbanking and financial services in the Retail, Corporate and SME sectors, credit managementand revenue collection for telecom companies, iPerSyst for insurance companies which helpsin timely policy renewal and customer retention along with other IT services to bankingand financial clients.

ECnet Supply Chain products provide solutions for holistic management of the complexinteraction between an organisation and its trading partners. The integrated solution aimsto reduce all supply chain costs through improved collaboration and optimisation. Thesolutions are robust and scalable and give measurable ROI to clients within one year.Further, ECnet also operates as a channel partners for reselling and implementing severalERP products of one of the largest business software company to serve customers in a keycustomer segment: Small- to medium-sized businesses. These products present an opportunityto cross and up sell these solutions since these are adjunct to ECnet's own productofferings.

R Systems is focused on key business verticals - Telecom and Digital Media, Banking andFinance, Healthcare Services, Manufacturing and Logistics, and Government Services andinvested in building capabilities and domain knowledge around these focused verticals.This has helped in providing innovative and cost efficient solutions and services underchosen verticals.

Customers and Delivery Centres

R Systems rapidly growing customer list includes a variety of Fortune 1000, governmentand mid-sized organizations across a wide range of industry verticals including Bankingand Finance, High Technology, Independent Software Vendors, Telecom and Digital Media,Government, HealthCare, Manufacturing and Logistic Industries. R Systems maintainsthirteen development and service centres and using our global delivery model, we servecustomers in the US, Europe, South America, the Far East, the Middle East, India andAfrica.

There were no changes in the nature of the Company's business and generally in theclasses of business in which the Company has an interest and in the business carried on bythe subsidiaries during the year under review. For details of Company's subsidiariesplease refer note number 14 relating to subsidiaries.

5. Quality

R Systems has continuously invested in processes, people, training, informationsystems, quality standards, frameworks, tools and methodologies to mitigate the risksassociated with execution of projects. Adoption of quality models and practices such asthe Software Engineering Institute's - Capability Maturity Model Integrated (SEI-CMMi) andSix Sigma practices for processes have ensured that risks are identified and mitigated atvarious levels in the planning and execution process. R Systems journey for variousquality certifications / standards for the development and service centres in India isprovided below:

2013 : PCI-DSS (Ver 2.0)

2012 : PCMM Level 5 (Ver 2.0)

2011 : SEI CMMI Level 5 (Ver 1.2)

2010 : ISO 9001 : 2008

2009 : PCMM Level 5

2008 : PCMM Level 3

2006 : ISO 27001 : 2005

2006 : SEI - CMMI Level 5

2004 : SIX SIGMA Roll-Out

2003 : SEI - CMM Level 5

2002 : SEI - CMM Level 4

In the year 2013, Noida BPO center was certified as PCI-DSS ver 2.0 compliant for theCall Analytic Services provided to one of the major client.

As of the date of this report, Noida IT centre is SEI-CMMi level 5, PCMM Level 5, ISO9001 : 2008 and ISO 27001 : 2005 certified; Noida BPO centre is PCMM Level 5, ISO 9001 :2008 and ISO 27001 : 2005 certified. Pune and Chennai development centres are SEI-CMMLevel 5, ISO 9001 : 2008 and ISO 27001 : 2005 certified. The continuing compliance withthese standards demonstrates the rigor of R Systems processes and differentiates us tokeep our competitive edge in service and product offerings.

To maintain and strengthen competitive strengths, R Systems continues to makeinvestments in its unique and proprietary pSutte with best practices, tools andmethodologies for flawless execution and consistent delivery of high quality software. ThepSuite framework offers services along the entire software lifecycle that includestechnology consulting, architecture, design and development, professional services,testing, maintenance, customer care and technical support. R Systems expects that itstechnology focus, investment in processes, talent and methodologies will enable it todistinguish itself from competition as it seeks to provide services to technology /product companies.

6. Acquisition

During the year under review, ECnet Limited, Singapore, a subsidiary of the Companycompleted the acquisition of ERP business from Nikko Computers System(s) PTE Ltd. (NCS).NCS provides ERP implementation and support services primarily to Japanese companieslocated in Singapore and Malaysia. This business acquisition will strengthen our ERPbusiness and customer base in South East Asia under our subsidiary ECnet Limited,Singapore. The acquisition will provide a good Japanese client base and help to grow ourbusiness in the South East Asia region.

7. Directors

During the year under review, the following changes took place in the office ofdirectors of the Company.

Mr. Raj Kumar Gogia and Mr. Gurbax Singh Bhasin were reappointed as directors liable toretire by rotation and Mr. Raj Swaminathan was further re-appointed as Director and ChiefOperating Officer of the Company for a period of three years w.e.f. September 29, 2012 atthe previous Annual General Meeting held on May 11, 2013.

Pursuant to the approval of the Board at its meeting held on November 29, 2013 andapproval accorded by the shareholders by passing necessary resolution through postalballot on January 14, 2014, Mr. Satinder Singh Rekhi has been re-appointed as Chairman& Managing Director of the Company for a period of five years i.e. w.e.f. January 01,2014 to December 31, 2018 subject to the approval of the Central Government, ifapplicable.

Further, Mr. Anuj Kanish, who was appointed by the Board of Directors at its meetingheld on May 11, 2013 as an Additional Director to hold office till the ensuing AnnualGeneral Meeting of the Company, has expressed his unwillingness to be re-appointed andhence the Board has not proposed his appointment at the ensuing Annual General Meeting. Atthe ensuing Annual General Meeting, Mr. Suresh Paruthi and Lt. Gen. Baldev Singh (Retd.)directors of the Company are liable to retire by rotation in accordance with theprovisions of Section 255 and 256 of the Companies Act, 1956 read with the Articles ofAssociation of the Company and being eligible, offer themselves for reappointment asdirectors of the Company.

None of the directors of the Company are disqualified as per the provisions of Section274(1)(g) of the Companies Act, 1956. The directors of R Systems have made necessarydisclosures, as required under various provisions of the Act and Clause 49 of the ListingAgreement.

8. Employees Stock Option Plans / Schemes

The industry in which R Systems operates is people intensive and R Systems believesthat human resources play a pivotal role in the sustainability and growth of the Company.R Systems has always believed in rewarding its employees with competitive compensationpackages for their dedication, hard work, loyalty and contribution towards betterperformance of the Company. To enable more and more employees to be a part of thefinancial success of the Company, retain them for future growth and attract new employeesto pursue growth, R Systems has set up employees stock option plans / schemes from time totime for its employees and for the employees of its subsidiaries. As on the date of thisreport, the prevailing stock option plans of R Systems are as follows:

(a) R Systems International Ltd. - Year 2004 Employee Stock Option Plan : For theemployees of R Systems and its subsidiaries other than ECnet Limited.

(b) R Systems International Ltd. - Year 2004 Employee Stock Option Plan - Ecnet : Forthe employees of ECnet Limited, a subsidiary of R Systems.

(c) Indus Software Employees Stock Option Plan - Year 2001 : Initially formulated forthe employees of Indus Software Private Limited which got amalgamated with R Systems andthe plan continues as per the scheme of amalgamation approved by the Hon'ble High Courtsof Delhi and Mumbai. As on the date of this report, no stock options are in force underthis plan.

(d) R Systems International Limited Employee Stock Option Scheme 2007 : For theemployees of R Systems and its subsidiaries.

As required under the Securities and Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme), Guidelines, 1999 as amended, details relatingto options approved, granted, vested, exercised, lapsed, in force etc. under theprevailing employees stock option plans / schemes during the year ended December 31, 2013are as follows:

R Systems International Ltd.

Year - 2004 Employee Stock Option Plan

R Systems International Ltd. - Year 2004 Employee Stock Option Plan - ECnet Indus Software Employees Stock Option Plan Year 2001 R Systems International Limited Employee Stock Option Scheme 2007
(a) # (b) # (c) # (d) #
a. Total number of shares covered under the plan 199,500 200,000 73,898 650,000
b. Pricing Formula Prevailing Price once the Company's shares are listed and at the Fair Market Value as per the terms of R Systems International Ltd. -Year 2004 Employees Stock Option Plan on the date such option is granted when the Company's shares are not listed. Prevailing Price once the Company's shares are listed and at the Fair Market Value as per the terms of R Systems International Ltd. -Year 2004 Employees Stock Option Plan - ECnet on the date such option is granted when the Company's shares are not listed. As approved under the "Scheme of Amalgamation" of Indus Software Private Limited with the Company by the Hon'ble High Courts of Delhi and Mumbai. "Exercise Price" means the market price which is payable for exercising the options and "Market Price"

means the latest available closing price, prior to the date of the meeting of the Board of Directors / Compensation Committee, in which options are granted, on the stock exchange on which the shares of the Company are listed. If the shares are listed on more than one stock exchange, then the stock exchange where there is highest trading volume on the said date shall be considered.

 

R Systems International Ltd.

Year - 2004 Employee Stock Option Plan

R Systems International Ltd. - Year 2004 Employee Stock Option Plan - ECnet Indus Software Employees Stock Option Plan Year

2001

R Systems International Limited Employee Stock Option Scheme 2007
(a) # (b) # (c) # (d) #
c. Options granted during the year Nil Nil Nil Nil
d. Options vested during the year Nil Nil Nil Nil
e. Options exercised during the year Nil Nil Nil 144,750
f. The total number of shares arising as a result of exercise of options during the year Nil Nil Nil 144,750
g. Options lapsed during the year 4,495 Nil Nil 6,000
h. Variation of terms of options during the year Nil Nil Nil Nil
i. Money realised by exercise of options during the year (Rs.) Nil Nil Nil 17,471,325
j. Total number of options in force at the end of the year 51,540 6,200 Nil 104,928

k. Employee wise details of options granted to (during the year)

(i) Senior managerial personnel Nil Nil Nil Nil
(ii) Any other employee who receives a grant in any one year of options amounting to 5% or more of options granted during that year Nil Nil Nil Nil
(iii) Identified employees who were granted options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant Nil Nil Nil Nil
l. Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of options N.A. N.A. N.A. 2.90*

# Please note that the details given above for plan (a), (b) and (c) are after makingthe required adjustments in relation to consolidation of each of the 5 equity shares ofRs. 2 each into 1 equity share of Rs. 10 each as approved by the shareholders in the year2006 and before sub-division of each of the equity shares of Rs. 10 each into 10 equityshares of Re. 1 each as per record date of February 28, 2014.

* EPS is per equity share of Re. 1 each i.e. after giving into effect sub-division ofequity shares of Rs. 10 each into equity shares of Re. 1 each as per record date ofFebruary 28, 2014.

During the year ended December 31, 2013, R Systems had not granted any options underany of the aforementioned plans.

All options granted under Indus Software Employees Stock Option Plan - Year 2001 havealready been vested and exercised or lapsed and no options were in force as on December31, 2013.

For options granted during the earlier years under plan (a), (b) and (c), R Systemsused the fair value of the stock options for calculating the employees compensation cost.

For the purpose of valuation of the options granted during earlier years, themanagement obtained fair value of the options at the date of grant under respectiveschemes from a firm of Chartered Accountants, to determine accounting impact, if any, ofoptions granted over the periods. In the considered opinion of the valuer, the fair valueof option determined using 'Black Scholes Valuation Model' under each of above schemes is"Nil" and thus no accounting thereof is required.

The assumptions used for the purpose of determination of fair value are stated below:

Assumptions Unit Scheme (a) * Scheme (b) ** Scheme (c)*** Comments by the valuer
Strike price Rs. 42 154 26
Current share price Rs. 16 140 16 Taken on the basis of NAV and PECV method of valuation.
Expected option life No. of Years 5 2.5 5 Being half of the maximum option life.
Volatility % 1 0.5 1 In case of unlisted shares, the volatility may be taken as zero. Verma committee also recommends this.
Risk free return % 7 11.3 7 Zero coupon rate estimated from trading government securities for a maturity corresponding to expected life of option - taken from sites of NSE and / or BSE.
Expected dividend Yield % - 15 - Company has no set policy so dividend taken as zero. In case of Indus plan, as the dividend had been paid by the erstwhile company, it has been assumed at 15%.

* R Systems International Ltd. - Year 2004 Employee Stock Option Plan under which theprice was based on Rs. 2 per share.

** Indus Software Employees Stock Option Plan - Year 2001 under which originally theprice was based on Rs. 10 per share for 21,967 shares. As a result of amalgamation ofIndus Software Private Limited into R Systems, R Systems had issued 206,822 equity sharesof Rs. 2 each pursuant to the swap ratio approved by Hon'ble High Courts of Delhi andMumbai.

*** R Systems International Ltd. - Year 2004 Employee Stock Option Plan - ECnet underwhich the price was based on Rs. 2 per share.

Please note that the details given above for plan (a), (b) and (c) are after making therequired adjustments in relation to consolidation of each of the 5 equity shares of Rs. 2each into 1 equity share of Rs. 10 each as approved by the shareholders in the year 2006and before sub-division of each of the equity shares of Rs. 10 each into 10 equity sharesof Re. 1 each as per record date of February 28, 2014.

Further, for the purpose of valuation of the options granted during the year 2005 underR Systems International Ltd. - Year 2004 Employee Stock Option Plan, the managementobtained fair value of the options at the date of grant from a firm of CharteredAccountants, to determine accounting impact, if any, of options granted. In the consideredopinion of the valuer, the fair value of these options determined using 'Black ScholesValuation Model' is "Nil" and thus no accounting thereof is required.

The assumptions used by the valuer for the purpose of determination of fair value arestated below:

Assumptions Unit Scheme

Comments by the valuer

Strike price Rs. 42
Current share price Rs. 13.58 Taken on the basis of NAV and PECV method of valuation.
Expected option life No. of Years 5 Being half of the maximum option life.
Volatility % 1 In case of unlisted shares, the volatility may be taken as zero. Verma committee also recommends this.
Risk free return % 7.42 Zero coupon rate estimated from trading government securities for a maturity corresponding to expected life of option - taken from site of NSE.
Expected dividend Yield % - Company has no set policy so dividend taken as zero.

The above information is based on Rs. 2 per share prior to consolidation of 5 equityshares of Rs. 2 each into one equity share of Rs. 10 and subsequent allotment of bonusshares in the ratio of 1 : 1.

For the purpose of valuation of the options granted during the year ended December 31,2007 under R Systems International Limited Employee Stock Option Scheme 2007, thecompensation cost relating to Employee Stock Options, calculated as per the intrinsicvalue method is nil.

The management obtained fair value of the options at the date of grant from a firm ofChartered Accountants. In the considered opinion of the valuer, the fair value of theseoptions determined using 'Black Scholes Valuation Model' is "Rs. 50.73" peroption.

The assumptions used by the valuer for the purpose of determination of fair value arestated below:

Assumptions Unit Scheme Comments by the valuer
Strike price Rs. 120.70
Current share price Rs. 118.50 Price on the date of grant by Board of Directors i.e. closing price on July 11, 2007.
Expected option life No. of Years 4 Being the vesting period.
Volatility % 44 On the basis of industry average.
Risk free return % 7 Zero coupon rate estimated from trading government securities for a maturity corresponding to expected life of option - taken from site of NSE.
Expected dividend Yield % 0.86 Company has declared Dividends of 12% in the past. Assuming that it will continue declaring similar dividends in future.

The stock based compensation cost calculated as per the intrinsic value method for thefinancial year 2012 and 2013 was nil. If the stock based compensation cost was calculatedas per fair value method prescribed by SEBI, the total cost to be recognised in thefinancial statements for the year 2013 would be nil (Previous year nil). The effect ofadopting the fair value method on the net income and earnings per share is presentedbelow:

Pro Forma adjusted Net Income and Earnings Per Share

(Amount in Rs.)
Particulars Year ended December 31, 2013 Year ended December 31, 2012
Net Income as reported 365,521,996 205,277,009
Add : Intrinsic Value Compensation Cost - -
Less : Fair Value Compensation Cost* - -
Adjusted Pro-forma Net Income 365,826,370 206,063,305
EarningsPer Share (Face Value of Re. 1/-) Basic (Face Value of Re. 1/-)
- As reported 2.90 1.65
- Proforma 2.90 1.65
Diluted (Face Value of Re. 1/-)
- As reported 2.90 1.65
- Proforma 2.90 1.65

* all granted options have been vested during earlier years.

Weighted average exercise price of options granted during the year

Scheme (a) Scheme (b) Scheme (c) Scheme (d)
1. Exercise price equals market price N.A. N.A. N.A. N.A.
2. Exercise price is greater than market price N.A. N.A. N.A. N.A.
3. Exercise price is less than market price N.A. N.A. N.A. N.A.

Weighted average fair value of the options granted during the year

Particulars Scheme (a) Scheme (b) Scheme (c) Scheme (d)
1. Exercise price equals market price N.A. N.A. N.A. N.A.
2. Exercise price is greater than market price N.A. N.A. N.A. N.A.
3. Exercise price is less than market price N.A. N.A. N.A. N.A.

Scheme (a): R Systems International Ltd. - Year 2004 Employee Stock Option Plan. Scheme

(b): Indus Software Employees Stock Option Plan -Year 2001. Scheme

(c): R Systems International Ltd. - Year 2004 Employee Stock Option Plan -ECnet. Scheme

(d): R Systems International Limited Employee Stock Option Scheme 2007.

As no options are granted during the year under Scheme (a), Scheme (b), Scheme (c) andScheme (d), hence the required information is not applicable.

9. Liquidity and Borrowings - Consolidated Financial Statement

Cash and bank balance, including bank deposits, debt mutual funds as of December 31,2013 was Rs. 1,115.20 mn against Rs. 889.39 mn as of December 31, 2012. Increase wasmainly on cash generated from operations and mainly offset by cash used for purchase offixed assets and payment of dividends.

The consolidated cash and cash equivalent as at December 31, 2013 were Rs. 795.19 mn asagainst Rs. 524.14 mn as on December 31, 2012.

Net cash generated from operating activities is Rs. 481.02 mn for the year endedDecember 31, 2013 compared to Rs. 345.18 mn for the year ended December 31, 2012.

Cash flow generated from operating activities is the significant source of funding forinvesting and financing activities.

Cash used in investing activities during the year 2013 includes purchase of fixedassets of Rs. 168.66 mn, investment in in SBI debt fund Rs. 10.00 mn as offset by increasein proceeds from maturity of long term fixed deposits Rs. 71.07 mn, interest income onfixed deposits of Rs. 45.40 mn and receipt on sale of fixed assets of Rs. 2.82 mn.

Cash used in financing activities during the year 2013 includes Rs. 233.15 mn forpayment of dividend, Rs. 39.69 mn for dividend distribution tax and Rs. 1.22 mn as paymentof interest on loans as offset by proceeds from other non-current assets (margin money)Rs. 35.85 mn, proceeds from issuance of share capital pursuant to exercise of employeestock options amounting to Rs. 17.47 mn and net increase in long term loan of Rs. 8.25 mn.

R Systems' policy is to maintain sufficient liquidity to fund the anticipated capitalexpenditures, operational expenses and investments for strategic initiatives.

R Systems has a credit facility from the Axis Bank Limited amounting to Rs. 200 mn(including non-fund based credit limit of Rs. 185 mn). As at December 31, 2013, the totalcredit balance was Rs. Nil under fund based line of credit. The total liability of RSystems against the loan for motor vehicles purchased was Rs. 6.78 mn and for equipmentpurchased was Rs. 7.76 mn as at December 31, 2013. R Systems primary bankers in India areAxis Bank Limited, State Bank of India, ICICI Bank Limited and HDFC Bank Limited. InU.S.A., U.K., Singapore, Netherland and Japan, the primary bankers are California Bank& Trust, Natwest Bank, Citibank N.A., ABN Amro Bank N.V. and Sumitomo Mitsui BankingCorporation respectively.

10. Changes in the Capital Structure

As of December 31, 2013, the authorised share capital of the Company was Rs.200,000,000 divided into 20,000,000 equity shares of Rs. 10 each and the issued,subscribed and paid up share capital was Rs. 126,654,580/- divided into 12,665,458 equityshares of Rs. 10 each. During the year under review, the Company has allotted 144,750equity shares of Rs. 10 each pursuant to exercise of Stock Options under R SystemsInternational Limited Employee Stock Options Scheme 2007, at an exercise price of Rs.120.70 per share.

Subsequent to the closing of the year 2013, shareholders of the company by passingnecessary resolution through postal ballot on January 14, 2014 approved the sub-divisionof equity shares of the company of face value of Rs. 10 each into equity shares of Re. 1each. The Board of directors had fixed February 28, 2014 as record date to give effect tothe said sub-division to the existing shareholders. Hence after the said sub-division, theauthorised share capital of the Company was Rs. 200,000,000 divided into 200,000,000equity shares of Re. 1 each and the issued, subscribed and paid up share capital was Rs.126,654,580/- divided into 126,654,580 equity shares of Re. 1 each.

Further subsequent to the year end, the Company has allotted 712,600 equity shares ofRe. 1 each on March 10, 2014 at a price of Rs. 12.07 per equity share pursuant to exerciseof options by employees of the Company in terms of R Systems International LimitedEmployee Stock Option Scheme 2007. With the said allotment, the paid-up capital of theCompany stands increased to Rs. 127,367,180/- divided into 127,367,180 fully paid upequity shares of Re. 1 each.

11. Corporate Restructuring

During the year ended December 31, 2013, the Board of directors further reassessed thesynergies arising out of proposed amalgamation of its two subsidiaries based in Singaporefor their revival and growth namely, ECnet Limited and R Systems (Singapore) Pte Limited,as was earlier approved by the Board in the year 2011, and also permitted modification ofthe scheme of corporate restructuring so as to convert the loan given by R Systems(Singapore) Pte Limited to ECnet Limited into equity instead of merging these twocompanies. Further, the company has also made additional equity investment amounting toRs. 30,807,962/- (SGD 661,800) for long term purpose in ECnet Limited, Singapore and Rs.13,413,875 (USD 250,000) for long term purpose in R Systmes Solutions Inc, U.S.A.

Pursuant to the earlier approvals of the Board, the liquidation of R Systems NV,Belgium (wholly owned subsidiary) and closure of Branch Office of the Company in London,United Kingdom have been completed successfully during the year 2013. Further during theyear 2013, the company also successfully closed its branch office in The Netherlands andliquidated one of the step down subsidiaries namely, Computaris Limited, U.K. (WOS ofComputaris International Limited, U.K. which is 100% subsidiary of R Systems InternationalLimited).

12. Material Changes Affecting the Financial Position of the Company

Subsequent to the year end 2013, the Company has allotted 712,600 equity shares of Re.1/- each on March 10, 2014 at a price of Rs. 12.07 per equity share pursuant to exerciseof options by employees of the Company in terms of R Systems International LimitedEmployee Stock Option Scheme 2007. With the said allotment, the paid-up capital of theCompany stands increased to Rs. 127,367,180/- divided into 127,367,180 fully paid upequity shares of Re. 1/- each.

Except as detailed above, there were no other significant events subsequent to thebalance sheet date till the date of this report which would materially affect thefinancial position of the Company.

13. Particulars of Conservation of Energy, Technology Absorption and Foreign ExchangeEarnings and Outgo

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, readwith the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988 for the year ended December 31, 2013 are as follows:

A. Conservation of Energy

During the year ended December 31, 2013 R Systems continued its action plans to curtailthe energy bills by adopting various energy conservation options / technologies asidentified by Federation of Indian Chambers of Commerce & Industry ("FICCI")through a detailed Energy Audit carried out by FICCI for R Systems Noida operations.Significant measures were taken to reduce energy consumption by using energy efficientequipment and devices. R Systems constantly evaluates new technologies and makesappropriate investments to be energy efficient. Currently, the Company uses CFL fittingsand electronic ballasts to reduce power consumption of fluorescent tubes. The air isconditioned with energy efficient compressors for central air conditioning and with splitair conditioning for localized areas. R Systems is always in search of innovative andefficient energy conservation technologies and applies them prudently. However, R Systemsbeing in the software industry, its operations are not energy intensive and energy costsconstitute a very small portion of the total cost, therefore, the financial impact ofthese measures is not material.

Form A of the said Rules is not applicable to the software industry.

B. Technology Absorption

The particulars with respect to technology absorption are given below:

(a) Research and Development (R&D)

Research and Development (R&D) Activities Carried out by the Company

The Company's R&D programme covers technology for the secure, high performance andhigh availability products across web and mobility modes. The Company creates and owns theintellectual property in these products that cater to Retail, SME & Corporate SectorLending, Insurance, Telecom, and Mobility businesses. The Company builds on a continuousbasis new products, upgrades existing products with new releases. The rapidly evolvingtechnology and competitive environment necessitates that we re-vamp the technology stack,provide new functionality and modules.

The Company develops a medium term and long term product road map and strategy which isreviewed constantly for relevance. We incorporate market and technology inputs on acontinuous basis based on Market Research, RFI/RFP analysis, and feedback from customersand prospects. The Company follows an AGILE product development methodology underinspirational leadership of its management and its R & D Heads.

All R&D initiatives are governed by a Research & Development Committeeconstituted by the board of directors of the Company which includes technology and domainexperts and R&D heads who approve all R&D initiatives.

These R&D initiates are carried out of our R&D centres at Pune and Noida. TheR&D team consists of 100 plus associates including high quality technical experts,engineers and domain experts who create a knowledge culture.

The technology stack has been reviewed and appreciated by peers and intellectuals whoare represented in our customers and business alliances who have endorsed the products bytheir selection.

The product and technologies built by the R&D centres are delivered to thecustomers through a separate delivery team.

The products created out of the R&D initiatives of the Company compete withinternational products besides bringing in valuable foreign exchange into the country,also provides a degree of import substitution as it fulfils domestic needs for robust,scalable, high performance and high availability technology solutions.

Specific areas of R&D

The Company has been engaged in developing its own intellectual property in form ofproduct for many years and owns high quality intellectual properties. The key areas of R& D in technology covers.

• High performance on web

• Highly Secure applications relevant to today's requirement for anytime/anywhereaccess

• Build products that are world class and international (multi-tenant,multi-lingual, multi-currency)

• Optimise and Upgrade existing products

• Ergonomic and aesthetic usability standards

• High availability

• Open Source and other low cost technology stack

• Cloud Technology

• Mobile computing

• Digitisation and workflow

• Business Functionality

• Interfacing with other IT solutions used by client in adjacent areas

• Incorporate and innovate best industry practices

• Promote a culture of knowledge workers by sharing within the company and withtechnology and business groups

Benefits derived as a result of the above R&D

The Company has over the years become a key product vendor to banks, NBFCs, Telecom andInsurance Companies competing globally and winning customers in India and abroad. Thesolutions are receiving recognition for its contemporary technology, robustness, low"total cost of ownership". This is amply proven by the award that R Systems hasreceived during 2013 as WINNER of the Financial Express "IT Solution of theYear" award for the Product solution that we delivered for India's one of the mostrespected Insurance companies.

The Company has also won many global engagements and is recognised as global,internationalised solution suitable in a multi country, multi-currency, multi-tenantenvironment.

Over the years the company has expanded its stability of products:

For Banking and Non-banking Finance Companies

- Indus Loan Originations System

- Indus Loan Management Systems (or Receivables Management System)

- Indus Collections

- Indus Corporate Loan Originations

- Indus Collateral Management System

- Indus Commercial Vehicle and Leasing System

- Indus Exposure Monitoring System

- Indus Dealer Funding (Auto Loan Business)

- Indus Stock Audit (Auto Loan Business)

- BFSI Apps

For Telecom Companies

- Indus Customer Acquisition System

- Indus Credit Management and Receivables System

For Insurance Companies

- Ipersyst - solution for persistency

- Iprotect- web based solutions for Insurance Originations

Generic Modules

- Platform for managing workflows that can be integrated into business solutions

Common Reporting System

- Commissions & Incentives (a performance management solution)

Mobile Apps

The Company also builds mobile applications across most of the mobility platforms suchas Android and iOS. These mobile applications are developed at our R&D centre inNoida. These are generic applications that are used by public at large for convenience.

Future plan of action

The key R&D areas for future shall include:

• The Company is evaluating its platform for its 6th generation product suite. Thekey deliverables for the 6th generation product suite will be:

- Low TCO bringing a great deal of efficiency into the Financial Services Business

- High configurability allowing customers to improvise financial products, workflow andcontrol systems

- Flexibility in use of bandwidth availability - web & mobility enabled

- Ergonomic and multi-language capabilities

- Architecture that allows customers to mix and match solutions and use invest intechnology in an incremental manner improving the ROI for the investment

- Build strong interfaces with technology partners that allows for bundling thesolution in manner that provides customers a seamless ERP like business environment

- Build strong set of analytics in the suite that provides customers business tools

• The Company shall continue to focus on applications for mobile devices such as:

- Generic office automation for business on the move

- Extending web-based software by B2B and B2C enablement on mobile devices

- Personal tools for convenience of mobile users

- Applications for banking and finance industry

- Cloud and Crowd computing

Expenditure on R&D

The Company carries out its Research and Development activities at its Pune and Noidacentres. The details of expenditure are as follows:

(Rs. in Millions)

Particulars

Financial Year ended

31.12.2013 31.12.2012
Recurring expenditure charged to statement of profit & loss 93.04 67.45
Capital expenditure
(i) Intangible assets (including under development) 15.89 9.83
(ii) Tangible assets 1.99 1.76
Total 110.92 79.04
Total R&D expenses as % of total revenue 4.11% 3.45%

(b) Technology absorption, adaptation and innovation

1. Efforts made towards technology absorption, adaptation and innovation

The Company has established practice streams in specific technologies to analyze theirimplications and the benefits they can provide to the Company's customers. These stepsenable the Company to find and execute the most appropriate solutions for its clients.

2. Benefits derived as a result of the above efforts

The benefits derived from the above mentioned efforts are fulfilling customer needs,efficiency in operations, improvement in quality and growth in revenues.

3. Technology imported during the last 5 years

Not applicable, as no technology has been imported by the Company.

C. Foreign Exchange Earnings and Outgo (Accrual Basis)

A significant percentage of R Systems revenues are generated from exports. Thedevelopment and service centres in Noida, Pune and Chennai are registered with theSoftware Technology Park of India in their respective areas as 100% Export OrientedUndertakings. All efforts of the Company are geared to increase the business of softwareexports in different products and markets. We have made investments in sales and marketingactivities in various growing markets.

The total foreign exchange used and earned by R Systems during the year as comparedwith the previous year is as follows:

(Rs. in Millions)

Financial Year ended

31.12.2013 31.12.2012
(a) Earnings (Accrual Basis) 2,454.88 2,082.21
(b) Expenditure (Accrual Basis) 398.40 377.68
(c) CIF value of imports 49.49 9.12

14. Subsidiaries

As on December 31, 2013, R Systems has twenty subsidiaries. The names and country ofincorporation of those subsidiaries are as follows:

Name of the Subsidiaries Country of Incorporation
1. R Systems (Singapore) Pte Limited Singapore
2. R Systems, Inc. U.S.A.
3. Indus Software, Inc. U.S.A.
4. ECnet Limited Singapore
5. R Systems Solutions, Inc. U.S.A.
6. R Systems Europe B.V. The Netherlands
7. R Systems S.A.S. France
8. Computaris International Limited U.K.
9. Systemes R. International Ltee Canada
10. ECnet (M) Sdn. Bhd. # Malaysia
11. ECnet, Inc. # U.S.A.
12. ECnet (Hong Kong) Limited # Hong Kong
13. ECnet Systems (Thailand) Company Limited # Thailand
14. ECnet Kabushiki Kaisha # Japan
15. ECnet (Shanghai) Co. Ltd. # People's Republic of China
16. ICS Computaris International Srl @ Moldova
17. Computaris Malaysia Sdn.Bhd. @ Malaysia
18. Computaris Polska sp z o.o. @ Poland
19. Computaris Romania SRL @ Romania
20. Computaris USA, Inc. @ U.S.A.

# wholly owned subsidiaries of ECnet Limited, Singapore. R Systems InternationalLimited holds 69.37% directly in ECnet Limited, Singapore and 30.38% shares through itswholly owned subsidiary i.e. R Systems (Singapore) Pte Limited, Singapore and thustogether it holds 99.75% (previous year 99.56%) of total capital of ECnet Limited,Singapore.

@ wholly owned subsidiaries of Computaris International Limited being 100% subsidiaryof R Systems.

During the year 2013, R Systems NV, Belgium, a wholly owned direct subsidiary andCompautaris Limited, U.K. a step-down wholly owned subsidiary of R Systems InternationalLimited, was liquidated and closed.

All the aforementioned twenty subsidiaries are incorporated and based outside India. Inaddition to providing services to various international clients these subsidiaries alsohelp to generate revenues for R Systems. The Board of Directors of the Company regularlyreviews the affairs of these subsidiaries.

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors'Report, Balance Sheet and Profit and Loss Account (referred to as Financial Statements) ofour subsidiaries. The Ministry of Corporate Affairs, Government of India vide its GeneralCircular No. 2/2011 dated 8th February, 2011 has provided an exemption to companies fromcomplying with Section 212, provided such companies publish the audited consolidatedfinancial statement in the Annual Report. Accordingly, the Annual Report 2013 does notcontain the Financial Statements of our subsidiaries. As directed under the said Circular,information in aggregate in respect of each subsidiaries including subsidiaries ofsubsidiaries i.e. (a) capital (b) reserves (c) total assets (d) total liabilities (e)details of investments (except in case of investment in subsidiaries) (f) turnover (g)profit before taxation (h) provisions for taxation (i) profit after taxation and (j)proposed dividend for each subsidiary has been disclosed in brief abstract forming part ofthe consolidated balance sheet.

Further, the audited annual accounts and related detailed information of oursubsidiaries, where applicable, will be made available to shareholders seeking suchinformation at any point of time. The annual accounts of the subsidiary companies willalso be available for inspection by any shareholder at Registered Office of R Systems i.e.B-104 A, Greater Kailash-I, New Delhi - 110 048 and Corporate Office of R Systems i.e.C-40, Sector 59, Noida - 201307 and Registered Offices of the subsidiary companiesconcerned during business hours. The same will also be hosted on R Systems' website,www.rsystems.com.

15. Particulars of Employees

As required under the provisions of Section 217(2A) of the Companies Act, 1956, readwith the Companies (Particulars of Employees) Rules, 1975, as amended by notificationdated March 31, 2011, the names and other particulars of employees are set out in AnnexureA to this report.

16. Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 withrespect to directors' responsibility statement, your directors hereby confirm that:

(i) In the preparation of the annual accounts for the financial year ended December 31,2013, the applicable accounting standards had been followed along with proper explanationrelating to material departures, wherever applicable;

(ii) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review;

(iii) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) The directors had prepared the annual accounts for the financial year endedDecember 31, 2013 on a going concern basis.

17. Auditors

M/s S. R. Batliboi & Co. LLP, the statutory auditors of the Company will retire atthe upcoming annual general meeting and are eligible for reappointment. However M/s S. R.Batliboi & Co. LLP have expressed their unwillingness to get reappointed as thestatutory auditors of the Company.

The Board, based on the recommendation of the audit committee, recommends theappointment of M/s S. R. Batliboi & Associates LLP (Firm Registration No. 101049W) asthe statutory auditors of the Company. M/s S. R. Batliboi & Associates LLP haveconfirmed their eligibility and willingness to act as the statutory auditors of theCompany and have further confirmed that their appointment, if made, shall be within thelimits prescribed under Section 224(1B) of the Companies Act, 1956.

Further, the auditors' report being self-explanatory, does not call for any furthercomments by the Board of Directors.

18. Audit Committee

R Systems has a qualified and independent Audit Committee. During the year under reviewthere was no change in composition of the Audit Committee except that Mr. Anuj Kanish wasappointed as a regular member of the Audit Committee upon his appointment as AdditionalDirector on May 11, 2013.

The constitution of the Committee is in compliance with the provisions of the CompaniesAct, 1956 and the Listing Agreement entered into with the stock exchanges.

The terms of reference and role of the Committee are as per the guidelines set out inthe Listing Agreement with the stock exchanges read with Section 292A of the CompaniesAct, 1956 and includes such other functions as may be assigned to it by the Board fromtime to time. The Committee has adequate powers to play an effective role as requiredunder the provisions of the statute and Listing Agreement.

19. Prevention and Prohibition of Sexual Harassment of Women at Work Place

At R Systems it is our desire to promote a healthy and congenial working environmentirrespective of gender, caste, creed or social class of the employees. We value everyindividual and are committed to protect the dignity and respect of every individual. Thecompany has always endeavored for providing a better and safe environment free of sexualharassment at all its work places. Consequent to the enactment of Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules madethereunder, the Management of R Systems International Limited has constituted an InternalComplaints Committee (ICC) to deal with any complaints or issues that may arise, in thenature of sexual harassment of women employees. The company has also prepared andimplemented Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Womenat Workplace. Since the formation of the Committee, no cases of sexual harassment againstwomen employees at any of its work place were reported to the ICC.

20. Corporate Governance

As required under Clause 49 of the Listing Agreement entered into with the stockexchanges, the detailed report on corporate governance is given as Annexure B tothis report and the certificate obtained from a practicing company secretary regardingcompliance of the conditions of corporate governance as stipulated in the said clause isannexed as Annexure C to this report.

Further, the disclosure as required pursuant to Section II Clause C of Part II ofSchedule XIII to the Companies Act, 1956 and in terms of Clause 49 of the ListingAgreement entered into with the stock exchanges for all the directors is given in thedetailed report on corporate governance which forms part of this report and annexed as AnnexureB to this report.

21. Deposits

The Company has neither invited nor accepted any deposits from the public within themeaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal orinterest was outstanding on the date of the balance sheet.

22. Customer Relations

R Systems recognises that the customers have a choice of service providers and thedirectors would like to place on record their gratitude on behalf of the Company for thebusiness provided by them. The Company's quality policy mandates that the Voice of theCustomer is obtained on a regular basis. We constantly review the feedback and incorporateits impact into our delivery systems and communications.

23. Stakeholders Relations

R Systems is inspired by its customers and its employees transform that inspiration andcustomers' needs into value for all stakeholders. We thank all R Systems employeesworldwide for their hard work, commitment, dedication and discipline that enables theCompany to accomplish its customer commitments and commitments to all its stakeholders. RSystems conducts regular employee satisfaction surveys, and open house meetings to getemployees feedback. R Systems is constantly validating key employee data with industry andpeer group business. These practices have helped the Company achieve many of its businessgoals and have been recognised in many industry surveys over the last few years. The opendoor policy of our senior management team ensures that the feedback loop is completedpromptly.

We thank our shareholders for their continuous support and confidence in R Systems. Weare aware of our responsibilities to our shareholders to provide full visibility ofoperations, corporate governance and creating superior shareholder value and we promise tofulfill the same.

24. Management Discussion and Analysis Report

In terms of Clause 49 of the Listing Agreement entered into with the stock exchanges,management discussion and analysis report is given as Annexure D to this report.

25. Acknowledgments

Your directors once again take this opportunity to thank the employees, investors,clients, vendors, banks, business associates, regulatory authorities including stockexchanges, Software Technology Park of India, the Central Government, State Government ofDelhi, Uttar Pradesh, Maharashtra, Tamil Nadu for the business support, valuableassistance and co-operation continuously extended to R Systems. Your directors gratefullyacknowledge the trust and confidence and look forward for their continued support in thefuture.

On behalf of the Board

For R Systems International Limited

Sd/-

Satinder Singh Rekhi

(Chairman and Managing Director)

Place : CA, U.S.A.

Date : March 30, 2014

Annexure'A'to the Directors'Report

Information as per Section 217(2A)ofthe Companies Act, 1956 read with the Companies(Particulars of employees) Rules, 1975 and forming part of the Directors'Report for theyear ended December 31,2013

A. Employed throughout the year and in receipt of remuneration not less than Rs.60,00,000 for the year.

Designation / nature of duties Qualification Age (Years) Date of Joining Experience (Years) Gross Remuneration

(Rs.)

Previous employment & desianation
1 Ashok Bhatia Vice President-Client Operations B.Sc PGDMM and Certified Project Manager (SAPM) from Stanford University, USA 47 January 1,2006* 22 18,750,621 ACT Inc., Pittsburgh, PA Vice President - Marketinq
2 Debraj Ganguly Director-Sales @ MBA - IIM Calcutta, B Tech - IIT Kharagpur 41 February 3,2005 18 8,686,550 i Healthcare Services India Ltd. Vice President - Business Development
3 GurpreetSaini Sales Account Manager BS Computer Science, MBA - Nagpur University in Marketing and Finance 39 January 1,2008* 16 6,590,016 FCS Software Sales Manaqer
4 Harsh Verma Vice President (Global Innovative Research) & Head, Mobility Solutions BE (Hons.) in Electrical & Electronics Engineering, MS PhD in Computer Science from BITS, Pilani, Executive Mgmt. Prog, from IIM, Ahmedabad, Post-Doctoral Res. Proq., UC Berkeley. 54 February 19, 2007 29 8,554,091 Glocol, Inc., California, USA Vice President, R&D
5 Mandeep Singh Sodhi Vice President-Sales Bachelors degree in Electronics Engineering from Marathwada University and MBA from University of California, Davis 46 January 1,2008* 21 25,212,198 Sark Synertek; Noida Senior Marketinq Enqineer
6 Ravi Madugala Director - Information Systems @ M.Sc. in Computer Science, University of Dayton, Ohio, Bachelors in Mechanical Enqineerinq 48 July 1,2007* 20 7,531,867 University of Dayton Student Assistant
7 Satinder Singh Rekhi Chairman & Managing Director Bachelor of Technology from IIT, Kharagpur; MBA California State University, Sacramento; Senior Management programs from University of Berkeley and Harvard Business School 63 January 1,2006* 31 25,292,405 Digital Information Systems Corporation

Senior Manaqement Personnel

8 StaceyGann Engagement Manager Bachelors of Science in Nursing 45 January 30,2012 24 7,130,953 Harris Health Plan Traininq Manaqer
9 Raj Swaminathan Directors Chief Ooeratino Officer MBA-XLRI 54 May 1,2006 29 6,392,954 GE-Capital,

Vice-President (Technology)

B. Employed for the part of the year and in receipt of remuneration not less than Rs.500,000 per month.

Name Designation / nature of duties Qualification Age (Years) Experience (Years) Gross Remuneration(Rs.) Previous employment & desianation
1 HemantJ Doshi Director-Sales (3 MBA from Mumbai University 50 July 29,2013 18 3,062,641 HCG Net, Sr. Manaqer
2 Jeremy Dawson# Director-Sales @ BS - Buisness Administration 41 January 1.2008* 18 3,103,122 DSA Inc Manager

# Resigned during the year

@ Not a member of the Board of Director of the Company.

* Prior to joining R Systems International Limited "the Company" theseemployees were working with R Systems, Inc the USA subsidiary of the Company. The date ofjoining in the subsidiary, of these employees is given hereunder:

1 Name Date of Joinina 1
Ashok Bhatia December 11,2000
GurpreetSaini May 2,2006
Mandeep Singh Sodhi April 1,1993
Ravi Madugula February 16,1996
Satinder Singh Rekhi April 1,1993
Jeremy Dawson March 11,2002

Notes:

1 The gross remuneration includes basic salary, allowances and taxable value ofperquisites other than the perquisites on exercise of Employee Stock Option Plan.

2 Mr. Satinder Singh Rekhi, Chairman & Managing Director, Lt. Gen Baldev Singh(Retd.), Presidents Senior Executive Director and Mr. Mandeep Singh Sodhi, VicePresident-Sales are related to each other. None of the other employee is related to anydirector of the Company.

3 None of the employee owns more than 2% of the outstanding shares of the Company as onDecember 31,2013.

4 Nature of employment is contractual in all the above cases.

   

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(%)
ROCE
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Mindtree 8,552.34 19.21 5.21 8.17 30.5 38.5 0.01
Persistent Sys 5,141.20 21.71 4.28 10.33 22.5 30.7 0.00
Hexaware Tech. 4,311.16 12.77 4.85 8.61 35.7 42.7 0.00
Cyient 4,127.03 18.61 2.98 7.76 20.0 25.3 0.00
eClerx Services 3,743.10 16.38 6.95 9.20 51.9 65.1 0.00
KPIT Tech. 3,045.09 20.92 2.91 13.49 15.4 16.4 0.36
Firstsour.Solu. 2,465.12 18.53 1.78 8.90 10.3 10.4 0.12
Pine Animation 2,330.96 0.00 90.48 0.00 1.1 1.1 0.14
NIIT Tech. 2,247.99 13.06 2.42 7.67 24.6 30.6 0.02
Zensar Tech. 1,912.37 10.25 2.97 5.49 32.5 44.0 0.01
Tata Elxsi 1,910.59 22.33 8.14 10.79 35.2 47.5 0.14
Rolta India 1,726.23 3.13 0.81 0.00 21.4 14.4 1.12
Cressanda Solns. 1,680.43 0.00 54.26 0.00 1.3 2.0 0.00
Financial Tech. 1,624.33 0.00 0.66 8.10 11.1 12.5 0.23
Ybrant Digital 1,409.70 155.79 2.26 32.89 1.6 3.7 0.43

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Key Information

Key Executives:

Satinder Singh Rekhi , Managing Director  

Baldev Singh , President & Senior Execut. Dir  

Raj Swaminathan , Director & COO  

Raj Kumar Gogia , Director  


Company Head Office / Quarters:
B-104A Greater Kailash-I,
,
New Delhi,
New Delhi-110048
Phone : 91-011-32591149
Fax : 91-011-32591149
E-mail : investors@india.rsystems.com
Web : http://www.rsystems.com
Registrars:
Link Intime Spectrum Reg. Ltd
44 Naraina Indl Are
Phase I
Naraina
New Delhi - 110028

Fund Holding

 
Scheme Name No. of Shares
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