r s software india ltd Directors report

Dear Members,

Your Directors have immense pleasure in presenting the Thirty Fifth Annual Report together with the Audited Statement of Accounts, highlighting the business operations and financial results for the Financial Year ended March 31,2023.

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

The summarized standalone and consolidated results of your Company and its subsidiaries are given in the table below:

On the basis of standalone financial statements, the performance of the Company is as follows:

(Rupees in Lacs)

Particulars	2022-23	2021-22
Total Revenue	3,084.26	3206.81
Profit before Finance Charges, Tax, Depreciation/Amortization (PBITDA)	(79.53)	(442.73)
Less: Finance Charges	22.27	0.05
Profit before Depreciation/Amortization (PBTDA)	(101.80)	(442.68)
Less: Depreciation	304.99	318.67
Profit before Taxation (PBT)	(406.79)	(761.35)
Profit/(Loss) after Taxation (PAT)	(413.38)	(1246.69)

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

(Rupees in Lacs)

Particulars	2022-23	2021-22
Total Revenue	3,077.13	3231.43
Profit before Finance charges, Tax, Depreciation/Amortization (PBITDA)	(441.09)	(787.78)
Less: Finance Charges	22.27	0.05
Profit before Depreciation/Amortization (PBTDA)	(463.36)	(787.83)
Less: Depreciation	405.88	420.12
Profit before Taxation (PBT)	(868.36)	(1207.95)
Profit/(Loss) after Taxation (PAT)	(821.21)	(1645.16)

2. STATE OF COMPANYS AFFAIRS

FY 23 has been a year of significant sales efforts with existing clients and prospecting with new prospects, in all of our focused geographies, and opening new markets with our partners. Our partnership strategy is being reinforced and will continue to be an important part of our growth in the coming years. India has become a global leader in the adoption of digital payments, and we continue to play an important role for India to achieve such phenomenal success. No wonder that the largest revenue contributor for us in FY 23 is India, while the largest pipeline value built is in geographies outside of India.

During FY23, we maintained our focus on the execution of our business strategy for products and key offerings, go-to-market and sales execution, delivery fulfilment and efficiency in our execution. All of this translated into improvement of quality of revenue and margins, and it has positioned us well for revenue growth and improved margins in FY24 and beyond.

We have achieved good success in walking the fine line between achieving financial stability and building our capabilities to pursue growth opportunities. Major milestones achieved are:

• Product based revenue at 50%+ in FY23

• Breakthrough in helping to build the foundation, that will help the largest economy in the world, The United States of America, to accelerate its adoption of Real-time Payments

• Support costs stabilizing now at about half of when pandemic started

• Gross margin/contribution for FY 23 at 2 times of when pandemic started

• Operating loss in FY23 down by 30% YoY

• Cash loss for the year on 31st March 23 down by 50% YOY, reduced to just about 20% of when pandemic started f Quarter-4 returned to profitability.

Financial Consolidation

The Company continues to be on a sound financial foundation, with the standalone performance improving significantly, as evidenced by operating losses reduced almost by 50% during the fiscal year 22-23. A major contributor to consolidated loses is companys investment in its subsidiary Paypermint, which infact is being used to build an asset that has significant marketable value. The company is committed to pursue cash flow focus strategy, and the company achieved profitability in quarter 4 of FY 23.

Margins Analysis

The standalone net revenue for the financial year 2022-23 stood at Rs 3,084.26 Lacs as compared to the previous financial year, which was Rs. 3206.81 Lacs. On a standalone basis, the Companys Standalone profit/(loss) before tax stood at Rs. (406.79) Lacs in the financial year 2022-23, vis-a-vis Rs. (761.35) Lacs in the previous year. The Margins of the company has improved with the emphasis on product lead revenue and Strategic cost management initiatives, as reflect in the financial results of the company.

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

On a consolidated basis, the Companys profit/ (loss) before tax stood at Rs. (868.36) Lacs in the financial year 2022-23, vis-a- vis Rs. (1207.95) Lacs in the previous year, operating loss reduced by almost 70% Reserves.

The total standalone capital employed decreased from Rs. 4,799.13 Lacs in 2021-22.to Rs. 4,303.03 Lacs in 2022-23.

• Ratio Analysis

The improvement in the Key Financial ratios is indicative of the improved performance and treasury management of the company. The Company has been able to improve it operations by reducing its Net Loss and returns on Equity & Capital employed exponentially. Efficient treasury management has led to improved treasury Management.

Ratio	MAR 31, 2023,	MAR 31,2022	Variance
Current Ratio (in times)	2.06	2.35	12%
Debt-Equity raio (in times)	-	0.00	0%
Return on equity ratio (in %)	-7%	-20%	177%
Trade receivables turnover ratio (in times)	12.75	3.89	-70%
Trade payables turnover ratio (in times)	5.51	6.86	24%
Net profit ratio (in %)	-13%	-39%	190%
Return on capital employed (in %)	-13%	-24%	80%

• Economic Scenario, Outlook, and Strategy

The industry scenario, industry outlook and the company strategy has been extensively covered in the Management Discussion and Analysis presented in the earlier sections of this Annual Report.

3. TRANSFER TO RESERVES

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

4. CHANGES IN SHARE CAPITAL

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

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

5. CHANGE IN NATURE OF BUSINESS, IF ANY

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

6. DIVIDEND

Due to absence of profit the Board of directors of the Company could not recommend any dividend for the Financial Year ended 202223.

7. DETAILS OF BOARD MEETING

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

Date of the meeting	No. of Directors attended the meeting
22.04.2022	4
11.08.2022	4
14.11.2022	5
01.02.2023	4

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

8. COMMITTEES OF THE BOARD

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

a. Audit Committee

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

* Mr. Shital Kumar Jain (DIN 00047474), Non-Executive Independent Director demised on March 17th, 2023.

The Company Secretary of your Company acts as the Secretary to the Audit Committee. The terms of reference of the Audit Committee have been provided in the Corporate Governance Report forming part of this Report. During the Financial Year, the committee had met Four times as on April 22^nd 2022, August 11^th 2022, November 14^th 2022, and February 1^st 2023.

Recommendation by audit committee:

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

Vigil Mechanism/Whistle blower Mechanism

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

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

The Companys Whistle Blower Policy is available on the companys website at https://www.rssoftware.com/wp-content/ uploads/2022/04/vigil_mechanism_policy-rssoftware.pdf

b. Nomination & Remuneration Committee

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

* Mr. Shital Kumar Jain (DIN 00047474), Non-Executive Independent Director demised on March 17th, 2023.

The Board of Directors of your Company has constituted a Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations, 2015. The terms of reference of the Committee has provided in the Corporate Governance Report forming part of this Report. During the financial year, the Committee met Four times as on April 21^st 2022, August 11^th, 2022, November 13^th, 2022, and January 31^st 2023.

c. Stakeholders Relationship Committee

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

* Mr. Shital Kumar Jain (DIN 00047474), Non-Executive Independent Director demised on March 17th, 2023.

The terms of reference of the Committee have been provided in the Governance Report forming part of this Report. During the financial year, the Committee met Four times as on April 21^st 2022, August 11^th, 2022, November 13^th, 2022, and January 31^st, 2023.

b. Corporate Social Responsibility Committee

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

* Mr. Shital Kumar Jain (DIN 00047474), Non-Executive Independent Director demised on March 17th, 2023.

Keeping in view, the losses incurred during the year including previous year(s), the provisions of spending money towards CSR expenditure under section 135 of the Companies Act, 2013 is not applicable to the company during the period, therefore no meetings were held during the financial year 2022-23.

d. Executive committee

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

* Mr. Shital Kumar Jain (DIN 00047474), Non-Executive Independent Director demised on March 17th, 2023.

During the financial year, the Committee met Four times as on April 21^st 2022, August 11^th 2022, November 13^th 2022, and January 31^st, 2023.

9. EMPLOYEE STOCK OPTION SCHEME ESOP Scheme

The Shareholders had approved in the Annual General Meeting dated 12^th August, 2022 the Companys new Employees Stock Option Scheme 2022 effective from 1st April, 2022 for a further period of 3 years. The Nomination and Remuneration Committee also designated as ESOP Compensation Committee, is empowered to formulate detailed terms and conditions of the Companys new ESOP Scheme 2022, administer, and supervise the same. Further, the Nomination and Remuneration Committee is empowered to determine the eligible employees of the Subsidiary Companies as well whether existing or future, from time to time within the validity period of the scheme for the entitlement ESOP Option grant.

Companys Employees Stock Option Scheme 2022 is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The disclosure required to be made under Regulation 14 of the said Regulations is available on the Companys website at https://www.rssoftware.com/wp-content/uploads/2022/07/Directors-Disclosure ESOP -Reg.-14-of-SEBI-SBEB-and-Sweat-Equity-Regulations.-2021.pdf

10. TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNTS TO IEPF

Pursuant to the provisions of Section 124 of the Act, the dividend amounts which have remained unpaid or unclaimed for a period of seven years from the date of declaration have been transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government pursuant to Section 125 of the Act. The details of unpaid / unclaimed dividend that will be transferred to IEPF in subsequent years are given in the Corporate Governance Report. Further, according to the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), the shares in respect of which the dividend has not been claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Accordingly, the Company will transfer the corresponding shares for which the unpaid and unclaimed dividend has been transferred, as per the requirements of the IEPF Rules. The details of such shares are available on the website of the Company at https://www.rssoftware.com/wp-content/uploads/2023/06/RSSOFTWARE COMMON-UNPAID-FOLIOS 2015-16.pdf.

Further, in accordance with guidelines, the Company has appointed Nodal Officer for the purposes of verification of claims and coordination with Investor Education and Protection (IEPF) Authority.

11. DISCLOSURE RELATING TO MATERIAL VARIATIONS

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

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

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

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

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

14. RISK MANGEMENT POLICY

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

15. INTERNAL CONTROL SYSTEMS

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

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

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

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

16. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

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

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

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

During the year, there were no changes in the subsidiary company. Currently the company has two subsidiaries namely Responsive Solutions, Inc. and Paypermint Private Limited. Further, the Company has no Joint Venture and Associate during the financial year ended 31^st March, 2023.

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

A report on the performance and financial position of each of the Subsidiaries included in the consolidated financial statements prepared by your company as per Rule 8(1) of the Companies (Accounts) Rules, 2014, forms part of the audited annual accounts of each of the subsidiary companies which have been placed on the website of your company https://www.rssoftware.com/wp-content/ uploads/2022/03/annual report 2020-21 low compressed compressed.pdf and also forms part of Form AOC-1 pursuant to Rule 5 of the Companies (Accounts) Rules, 2014, which are set out as an Annexure- A to the Directors Report and forms a part of this Annual Report.

18. DEPOSITS

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

19. AUDITORS Statutory Auditors

M/s. Chaturvedi & Company (Registration No. 302137E) was appointed as the Auditors of the Company in place of the retiring Auditors to hold office from the conclusion of the 34th Annual General Meeting for a term of consecutive five years till conclusion of the 39th Annual General Meeting with the approval of shareholders on the Annual General meeting dated 12^th August, 2022.

There were no changes in the statutory auditor during the financial year 2022-23. The Statutory Auditor M/s Chaturvedi & Company, Chartered Accountants (Registration No. 302137E) has submitted an un-qualified Audit Report for the financial year 2022-23 and no frauds were detected by the Auditor during the financial year.

20. SECRETARIAL AUDIT REPORT

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

The Secretarial Auditors Report, in the prescribed format, for the year ended March 31,2023 is annexed to this Directors Report as Annexure B and forms part of the Annual Report.

The remarks in the Secretarial Audit Report and clarification thereof for the financial year ended March 31,2023 are as follows:

"The company did not have requisite number of minimum six directors on the Board during the period as per Regulation 17(1)

(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 after the demise of Mr. Shital Kumar Jain (DIN 00047474), Non-Executive Independent Director w.e.f. 17.03.2023. "

The company is actively interviewing a few candidates who can potentially replace he excellent credentials of late Mr Shital Kumar Jain, and keeping in mind the growth strategy under execution.

The Report of the Secretarial Audit is annexed herewith as "Annexure B" to the Directors Report.

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

21. COST RECORDS AND AUDIT

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

22. EXTRACT OF THE ANNUAL RETURN

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

23. MANAGEMENT DISCUSSION AND ANALYSIS

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

24. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

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

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

25. CORPORATE SOCIAL RESPONSIBILITY

The concept of Corporate Social Responsibility has gained prominence from all avenues. Organizations have realized that Government alone will not be able to get success in its endeavour to uplift the downtrodden of Society. With the rapidly changing corporate environment, more functional autonomy, operational freedom etc. our company has adopted CSR as a strategic tool for sustainable growth. Pursuant to Section 135 of the Companies Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has in place a Corporate Social Responsibility (CSR) Policy. The CSR policy is uploaded on Companys website i.e., on https://www. rssoftware.com/investors. However, due to loss in the last three financial years the company is not required to spend money for CSR activity. Therefore, the Report on CSR Activities/ Initiatives along with other relevant disclosures is not applicable to the company since no CSR activity took place during the financial year 2022-2023.

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

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

27. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

During the year, Mr. Lakshmanan Narayan (DIN:01582059) resigned as an Independent Non-Executive Director w.e.f. 1^st February,2023.

The Board of Directors had, on the recommendation of Nomination and Remuneration Committee have appointed Mr. Cedarampattu Subramanian Mohan (DIN: 01308472) as an Additional (Non-Executive Independent) Director w.e.f. 1^st February 2023 and got the approval of the Shareholders vide Postal Ballot dated 26.03.2023 through Special resolution.

Further Mr. Shital Kumar Jain (DIN 00047474), Non-Executive Independent Director ceased to be the director of the company w.e.f. 17^th March, 2023 due to sudden and unexpected passing away, will be an irreparable loss to the Company and all the Directors and Employees of the Company convey heartiest condolences to his family. The Board pays its tribute and gratitude for the contribution he has made to the Company.

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

The following directors/executives of your Company are whole-time Key Managerial Personnel (KMPs) as on March 31, 2023, in accordance with the provisions of Section 203 of the Companies Act, 2013

Mr. Rajnit Rai Jain - Chairman & Managing Director

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

28. REMUNERATION POLICY

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

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

29. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the notes of the Financial Statements for the year ended 31st March 2023 and form a part of this Annual Report.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

The Related Party Transaction Policy has been devised by your company for determining the materiality of transactions with related parties and dealings with them and the same is hosted on the website of the Company at https://www.rssoftware.com/wp-content/ uploads/2023/05/Related-Partv-Transaction-Policv.pdf

31. ANNUAL EVALUATION OF BOARDS PERFORMANCE

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

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

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

32. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)

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

In addition to the above, the Board of Directors are continuously encouraged to participate in various external training sessions to ensure that the Board members are kept up to date. The details are uploaded on the website of the company at https://www. rssoftware.com/wp-content/uploads/2022/09/Familiarization Programme Directors-21-22.pdf

33. PREVENTION OF INSIDER TRADING

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

The Board is responsible for implementation of the Code.

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

34. CORPORATE GOVERNANCE

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

35. POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT

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

36. DIRECTORS RESPONSIBILITY STATEMENT

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

(i) In the preparation of the annual accounts for the financial year ended 31^st March 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

(iv) They have prepared the annual accounts for the financial year ended 31^st March, 2023 on a going concern basis;

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

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

37. INSOLVENCY AND BANKRUPTCY CODE, 2016

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

38. ONE TIME SETTLEMENT

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

39. COMPLIANCE WITH SECRETARIAL STANDARDS

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

40. ACKNOWLEDGEMENTS

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