R S Software (India) Ltd Directors Report.

Dear Members,

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

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

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

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

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

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

(Rupees in Lacs)

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

2. STATE OF COMPANYS AFFAIRS

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

• Margins analysis

On a standalone basis, the Companys profit/(loss) after tax stood at र(2,391.61) Lacs in the financial year 2018-19, vis-a-vis र(2585.87) Lacs in the previous year. The net revenue at is र6,681.50 Lacs is up from the previous years revenue of र6,595.52 Lacs.

On a consolidated basis, the Companys profit/ (loss) after tax stood at र(2720.48) Lacs in the financial year 2018-19, vis-avis र(2656.47) Lacs in the previous year. The net revenue at is र7183.41Lacs is down from the previous years revenue of र7,197.96 Lacs.

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

• Capital employed

The total capital employed decreased from र18,900 Lacs in 2017-18 to र16,293 Lacs in 2018-19 largely due to business loss & improved trade receivables.

• Economic Scenario, outlookand strategy

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

The current market outlook and positioning of your Company has been covered separately as a part of this Annual Report in various sections as an addendum along with other analysis and discussion on performance.

3. TRANSFER TO RESERVES

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

4. CHANGES IN SHARE CAPITAL

The Companys paid up equity share capital remained at र12, 85, 41,590 (Rupees Twelve Crore Eighty Five Lacs Forty One Thousand Five Hundred Ninety only) comprising of 2, 57, 08,318 equity shares of र5/- each.

There was no change in the Companys paid up share capital during the year under review.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

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

6. DIVIDEND

Due to absence of profit the Board of directors of the Company could not recommended any dividend for the Financial Year ended 2018-19.

7. DETAILS OF BOARD MEETING

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

Date of the meeting No. of Directors attended the meeting
19.04.2018 4
26.07.2018 4
09.10.2018 4
22.01.2019 4
29.01.2019 2

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

8. COMMITTEES OF THE BOARD

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

a. Audit Committee

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

The Company Secretary of your Company acts as the Secretary to the Audit Committee. The terms of reference of the Audit Committee has been provided in the Corporate Governance Report forming part of this Report. During the Financial Year, the Committee had met four times as on 19 April, 2018, 26 July, 2018, 09 October, 2018 and 22 January, 2019.

Recommendation by audit committee:

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

Vigil Mechanism/Whistle blower Mechanism

Your Company is serious about its adherence to the Codes of Conduct and to achieve at par with the highest standards of ethical, moral and legal conduct of business operations and henceforth encourage its employees to bring ethical and legal violations they are aware of to an internal authority without fear of punishment or unfair treatment so that action can be taken immediately to resolve the problem. A Vigil (Whistle Blower) Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy. The mechanism also provides for adequate safeguards against victimization of Directors or employees or any other person to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee.

Thus, minimization of organizations exposure to the damage that can occur when employees circumvent internal mechanisms is the main objective which neither releases employees from their duty of confidentiality in the course of their work, or can it be used as a route for raising any malicious allegations against people in authority and/or colleagues in general. Your company has given affirmation that no personnel have been denied access to the Audit Committee.

Your Company has formulated a codified Whistle Blower Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, 2015. The Companys Whistle Blower Policy is available on the companys website www.rssoftware.com and a link to the said policy has been provided elsewhere in this Annual Report.

b. Nomination & Remuneration Committee

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

The Board of Directors of your Company has constituted a Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations, 2015. The terms ofreference of the Committee has been provided in the Corporate Governance Report forming part of this Report. During the financial year, the Committee met three times as on 18 April, 2018, 27 July, 2018 and 09 October, 2018. The Committee has formulated the Nomination and Remuneration Policy which broadly laid down the various principles of remuneration being support for strategic objectives, transparency, internal & external equity, flexibility, performance driven remuneration, affordability and sustainability and covers the procedure for selection, appointment and compensation structure of Board members, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company.

The said Policy is available on your Companys website www.rssoftware.com.

c. Stakeholders Relationship Committee

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

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

d. Corporate Social Responsibility

Committee

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

During the financial year, the Committee met on 22 January, 2018.

e. Executive committee

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

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

9. EMPLOYEE STOCK OPTION SCHEME

ESOP Scheme 2016

Your company believes in employees participation in management and considers ESOP Scheme as an empowerment tool. Companys Stock Option Plans are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("Employee Benefits Regulations") and there have been no material changes to the Companys existing Stock Option Plan during the financial year 2016. The earlier ESOP was approved by the Shareholders in the Annual General Meeting held on 21 July, 2016 for the period of 3 years from 1 April 2016.

The Nomination and Remuneration Committee of the Company on 09.10.2018 recommended for 2,50,000 ESOP Options to one of the Senior Management employee of the Company and subsequently the Board of Directors of the Company on 29.01.2019 granted 2,50,000 ESOP Options to that employee. None of the employees were awarded any options under the Companys Employees Stock Option Scheme 2016.

ESOP Scheme 2019

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

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

The disclosure required to be made under Regulation 14 of the said Regulations is available on the Companys website at www. rssoftware.com

10. TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNTS TO IEPF

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

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

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

12. DISCLOSURE RELATING TO MATERIAL VARIATIONS

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

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

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

14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE 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.

15. RISK MANGEMENT POLICY

In terms of the requirement of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has taken adequate measures to mitigate various risk encountered. In the opinion of the Board there is no such risk which may threaten the present existence of the Company.

16. INTERNAL CONTROL SYSTEMS

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

The internal control systems of the Company are monitored and evaluated by the Internal Auditors. Your Company manages and monitors the various risks and uncertainties that can have adverse impact on the 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.

17. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

Pursuant to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rule, 2014, the statement containing the salient features of the financial statement of a 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.

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

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

A report on the performance and financial position of each of the Subsidiaries included in the consolidated financial statements prepared by your company as per Rule 8(1) of the Companies (Accounts) Rules, 2014, forms part of the audited annual accounts of each of the Subsidiary Companies which have been placed on the website of your company www.rsssoftware.com and also forms part of Form AOC-1 pursuant to Rule 5 of the Companies (Accounts) Rules, 2014, which are set out as an Annexure- A to the Directors Report and forms a part of this Annual Report. Members interested in obtaining a copy of audited annual accounts of each of the Subsidiary Companies may write to the Company Secretary at your Companys Registered Office.

19. DEPOSITS

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

20. AUDITORS

Statutory Auditors

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

Their reappointment for a further term is recommended by the Audit Committee and the Board of Directors at such remuneration as mutually decided. The Members are requested to confirm the reappointment of M/s. Deoki Bijay & Co., Chartered Accountants as the Statutory Auditors from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting of the Company. The same has approved by the Audit Committee and the Board of Directors in their convened meetings as well.

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

21. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of SEBI Listing Regulations, 2015, the Company has appointed M/s. M R & Associates, a firm of Company Secretaries in Practice to conduct the said Audit of the Company. The Secretarial Auditor has submitted an un-qualified Secretarial Audit Report and Secretarial Compliance Report for the financial year 2018-19. The Secretarial Audit Report and Secretarial Compliance Report are annexed herewith as "Annexure B" and "Annexure C" and form part of this Annual Report.

22. COST AUDIT

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

23. EXTRACT OF THE ANNUAL RETURN

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

24. MANAGEMENT DISCUSSION AND ANALYSIS

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

25. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

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

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

26. CORPORATE SOCIAL RESPONSIBILITY

The concept of Corporate Social Responsibility has gained prominence from all avenues. Organizations have realized that Government alone will not be able to get success in its endeavour to uplift the downtrodden of Society. With the rapidly changing corporate environment, more functional autonomy, operational freedom etc. our company has adopted CSR as a strategic tool for sustainable growth. Pursuant to Section 135 of the Companies Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has in place a Corporate Social Responsibility (CSR) Policy. The CSR policy is uploaded on Companys website i.e. on www.rssoftware.com. However, due to loss in the last two years the company is not required to spend money for CSR activity. The Report on CSR Activities/ Initiatives along with other relevant disclosures are annexed to this report as "Annexure F".

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

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

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

Your Company has received declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 that they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI Listing Regulations, 2015. All the declarations were placed before the Board.

There has been no change in the Director(s) and Key Managerial Personnel(s) during the financial year 2018-19. The following directors/executives of your Company are whole-time Key Managerial Personnel (KMPs) as on 31 March, 2019 in accordance with the provisions of Section 203 of the Companies Act, 2013

Mr. Rajnit Rai Jain-Chairman & Managing Director

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

29. REMUNERATION POLICY

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

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

30. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the notes of the Financial Statements for the year ended 31 March, 2019 and form a part of this Annual Report.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an 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 www.rssoftware.com and a link to the said policy has been provided elsewhere in this Annual Report.

32. 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.

33. PREVENTION OF INSIDER TRADING

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

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

34. CORPORATE GOVERNANCE

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

35. POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT

Your Company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. Your company has complied with provisions relating to the constitution of Internal Complaints Committee and has put in place a "Policy on Prevention of Sexual Harassment" as per The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. DIRECTORS RESPONSIBILITY STATEMENT

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

(i) In the preparation of the annual accounts for the financial year ended 31 March, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

(iv) They have prepared the annual accounts for the financial year ended 31 March, 2019 on a going concern basis;

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

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

37. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors
Registered Office:
234/3A, A.J.C. Bose Road Sd/-
Kolkata-700 020 Ranjit Rai Jain
Dated: 30 April, 2019 Chairman and Managing Director
Place: Kolkata (DIN : 00122942)