ram info ltd Directors report


Dear Members,

Your directors take pleasure in presenting the 29th Boards Report on the business and operations of your Company (the “Company” or “Raminfo”), along with the audited financial The consolidated performance of the Company and its subsidiary has been referred to wherever required in the report.

Financial Highlights:

( in lakhs)

Standalone Consolidated
Particulars March 31, March 31, March 31, March 31,
2023 2022 2023 2022
Revenue from Operations 8098.20 10530.00 8098.20 10530.00
Other Income 276.10 117.74 276.10 117.74
Profit 903.92 1029.93 876.04 1035.36
Tax Expense
a) Current Tax 165.32 309.51 165.52 325.08
b) Less: MAT Credit entitlement 128.94 (85.37) 128.94 (84.98)
c) Deferred Tax (1.94) (21.29) (1.94) (21.29)
Profit after Tax 611.40 827.08 583.11 821.36
Balance Carried to Balance Sheet 614.54 825.68 586.25 819.95
Earnings per Share (Basic) 9.11 12.30 8.73 12.21

State of Affairs and Companys Performance:

Your Company is a trusted leader in providing innovative and sustainable IT solutions to governments and businesses. With a strong focus on leveraging technology for the betterment of societies, we deliver cutting-edge solutions that address the unique challenges faced by government entities. Our extensive expertise in digital transformation, coupled with a deep commitment to sustainability, enables us to develop tailor-made solutions that optimize operations, enhance citizen services, and promote environmental responsibility.

During the Financial Year 2022-23, the Income from Operations (Standalone) is 8098.20 Lakhs as compared to the previous year of 10530.00 Lakhs. Further, the Net Profit 611.40 Lakhs as compared to the aftertax is previous year of 827.08 Lakhs.

Future outlook:

Envisioning a dynamic future, your Company is poised to venture into the promising realm of agri-tech, revolutionizing the agricultural landscape with advanced technology solutions. By harnessing cutting-edge innovations, we aim to optimize agricultural practices, increase productivity, and foster sustainable food production. Simultaneously, we seek to forge strategic partnerships, tap into new markets and offer our expertise to drive digital transformation across industries, empowering organizations to thrive in the digital era.

Quality Standard:

The company has implemented suitable quality measures applicable to its business. The standard currently applied and validated is ISO CMMi 3. Regular technology training is provided to upgrade and improve the skills of employees as necessary.

Transfer of reserves:

The amount to be carried forward to the Balance Sheet for the period under review is 586.25 Lakhs.

Change in the Nature of Business:

There has been no change in the nature of business of the Company.

Subsidiaries and Joint Ventures:

The details of the subsidiary and joint venture (JV) company have been provided as part of the financial statements. During the year, there has been no material change in the nature of the business of the subsidiaries and JV. As per the provisions of Sections 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of the Subsidiary Companies/Associate Companies/JV in Form AOC-1 is annexed to this Boards Report as Annexure II.

Dividend:

The Board of Directors have declared a finaldividend of 1.00/- i.e., 10% on face value of INR 10/- per Equity Share fully paid up for the financial Year 2022-23.

Final Dividend was recommend by the Board of Directors at its Meeting held on May 15, 2023 which is subject to approval of the shareholders of the Company in the ensuing Annual General Meeting of the Company.

Unclaimed Shares / Dividend:

As per the provisions of Section 125(2) of the Companies Act, 2013, the Company has not transferred any amounts of unclaimed Dividend (and its corresponding shares) to the Investor Education and Protection Fund.

Public Deposits:

Your Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Act during the FY 2023 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Material Changes and Commitments:

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of financial year to which the financial statement relates and the date of this report. The other changes in commitments are provided in the relevant places of the annual report.

Share Capital:

The Authorised Share Capital of the Company is 15,00,00,000/- (Rupees Fifteen Crores Only) divided into1,50,00,000 Equity Shares of 10/- each. The Paid-up Share Capital is 6,71,36,400/- (Rupees Six Crores Seventy One Lakhs Thirty Six Thousand Four Hundred Only) divided into 67,13,640 Equity Shares of 10/- each. During the period under review, there is no change in the Share Capital of the Company.

Corporate Social Responsibility (CSR):

We firmly believe in the power and importance of Corporate Social Responsibility (CSR) and understand that businesses have a vital role to play in creating a positive impact on society and the environment. By integrating CSR into our core values and practices, we strive to contribute to the well-being of communities and uphold ethical standards. Through various initiatives and partnerships, we aim to empower social causes, support weaker sections and foster inclusivity. Embracing CSR is not just a responsibility for us, but a commitment to making a meaningful difference and leaving a lasting legacy for future generations.

During the year, the Company has spent 9,13,624/- on CSR activities and is required to spend 14,67,216/- in FY 2023 - 24 as per Section 135 of the Companies Act, 2013.

A report on Corporate Social Responsibility as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Boards Report as Annexure X.

Directors and Key Managerial Personnel:

Your Board consists of Six Directors including Three Independent Non-Executive Directors. The declaration from all the Independent Directors is being obtained both at the time of appointment and at the First Board meeting of each Financial Year. During the period under review, there were following changes in the composition of the Board of Directors:

• Shri. L. Srinath Reddy (DIN: 03255638), was reappointed as the Managing Director of the Company on revised terms and conditions at the 28th Annual General Meeting of the Company, in supersession of the Members resolution passed on September 29th, 2021

• Mr. Bhavesh Rasiklal Parikh (DIN: 08705628) was appointed as an Independent Director of the Company w.e.f. September 30, 2022.

• Mr. V. Anil Kumar Ambati (DIN: 06535455), completed his tenure as a Whole-Time Director of the Company with effect from close of business hours on February 13, 2023. However, he continues to act as a Non-Executive Non-Independent Director of the Company.

Further, during the period under review, Mr. N. Dhruv Raj, the Company Secretary of the Company had tendered his resignation w.e.f. 13th July, 2022 and Mr. Abdur Rahman had been appointed as the Company Secretary w.e.f. 19th October, 2023. The following are the changes that occurred in the composition of the Board and Key Managerial Personnel from April 01, 2022, till the date of this report.

Name of the

Sl. No.

Director/ Key Managerial Personnel

Details of Change

1.

L. Srinath Reddy

During the Year under review, Shri. L. Srinath Reddy (DIN: 03255638), was reappointed as the Managing Director of the Company on revised terms and conditions at the 28th Annual General Meeting of the Company, in supersession of the Members resolution passed on September 29th, 2021.

2.

V. Anil Kumar Ambati

During the Year under review, Mr. V. Anil Kumar Ambati (DIN: 06535455), completed his tenure as a Whole-Time Director of the Company with effect • from close of business hours on February 13, 2023. However, he continues to act as a Non-Executive Non-Independent Director of the Company.

3. Anamolu Akhila During the Year under review, there has been no change in the directorship.

4.

Bhanu Kiran Reddy Bonthu

During the Year under review, there has been no change in the directorship.

5. M. Tejeswar Reddy During the Year under review, there has been no change in the directorship.

6.

Bhavesh Rasiklal Parikh

During the Year under review, Mr. Bhavesh Rasiklal Parikh has been appointed as an Independent Director w.e.f. 30th September, 2022.

7.

V. Maheswara Rao

During the Year under review, there has been no change in the Position of Chief Financial Officer.

8.

Dhruv Raj Ningesetty

During the Year under review, Mr. Dhruv Raj Ningesetty resigned from the position of Company Secretary and Compliance Officer w.e.f. 13 th July, 2022

9.

Abdur Rahman

During the Year under review, Mr. Abdur Rahman has been appointed as the Company Secretary & Compliance Officer w.e.f. 19th October, 2022.

Board Meetings during the Year:

During the year, nine Board meetings were held.

The dates on which the Board meetings were held are May 26, 2022, July 13, 2022, August 10, 2022, September 07, 2022, September 21, 2022, October 19, 2022, November 10, 2022, January 05, 2023 and February 14, 2023.

Evaluation and Assessment:

The Company believes that formal evaluation of the board, its committees, individual directors, etc. on an annual basis, is a potentially effective way to respond to the demand for greater board accountability and effectiveness. For the Company, evaluations provide an ongoing means for directors to assess their individual and collective performance and effectiveness. By focusing on the board as a team and on its overall performance, the Company ensures that communication and overall level of participation and engagement also improves.

In order to facilitate the same, the board undertook a formal assessment and evaluation process during 2022-23. The evaluation was performed by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations) , feedback was sought by way of a structured questionnaire covering various aspects and the evaluation was carried out based on responses received from the Directors. The evaluation process elicits responses from the directors in a judicious manner - ranging from composition and induction of the board to effectiveness and governance. It also sought feedback on board and committee charters, strategy, risk management and quality of discussion and deliberations at the board.

Declaration by Independent Directors:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations.

Familiarization Programmes imparted to Independent Directors:

The Members of the Board of the Company have been provided opportunities to familiarize themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates. All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment.

The details of the familiarisation programme are available on the Companys website: www.raminfo.com.

Meeting of Independent Directors:

A separate meeting of the Independent Directors was held under the Chairmanship of Mrs. Akhila Anamolu, Independent Director on February 14, 2023, inter-alia, to discuss evaluation of the performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

Committees of Board:

The Board Committees play a vital role in strengthening the Corporate Governance practices and focus effectively on the issues and ensure expedient resolution of the diverse matters. The Committees also make specific recommendations to the Board on various matters when required. All observations, recommendations and decisions of the Committees are placed before the Board for information or for approval. The Board of Directors has constituted the following Committees, namely:

1. Audit Committee:

The Board constituted a qualifiedand independent Audit Committee comprising of three directors as its members, out of which two-thirds are independent directors in accordance with Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI Listing Regulations, 2015. The Composition of the Audit Committee is as under:

Name of the Director Category Designation
Anamolu Akhila Independent Director Chairperson
Bhanu Kiran Reddy Bonthu Independent Director Member
Venkata Anil Kumar Ambati Non-Executive Director Member

During the year under review, meetings of the Audit Committee were held on May 26, 2022, August 10, 2022, September 07, 2022, November 10, 2022, January 05, 2023 and February 14, 2023. The necessary quorum was present at all the meetings and the gap between the two meetings did not exceed one hundred and twenty days as prescribed under the provisions of the Companies Act, 2013.

2. Nomination and Remuneration Committee (NRC):

The Committee is empowered with the roles and powers as prescribed under Section 178 of the Companies Act, 2013, Regulation 19 SEBI Listing Regulations, 2015, and in the Nomination and Remuneration policy of the Company. The Committee also acts in terms of reference and directions of the Board from time to time. The Composition of the NRC is as follows:

Name of the Director Category Designation
Anamolu Akhila Independent Director Chairperson
Bhanu Kiran Reddy Bonthu Independent Director Member
Venkata Anil Kumar Ambati Non-Executive Director Member

During the year under review, meetings of the NRC were held on 07.09.2022, 19.10.2022 and 14.02.2023. The necessary quorum was present for the said meetings.

3. Stakeholder Relationship Committee (SRC):

The Committee is empowered with the roles and powers as prescribed under Regulation 20 of SEBI Listing Regulations, 2015 such as to oversee the redressal of investors complaints pertaining to share transfer, non-receipt of Annual Reports, dividend payments, issue of duplicate share certificate, the transmission of shares and other miscellaneous complaints. The present composition of the SRC is as follows:

Name of the Director Category Designation
Bhanu Kiran Reddy Bonthu Independent Director Chairperson
L. Srinath Reddy Managing Director Member
V. Anil Kumar Ambati Non-Executive Director Member

During the year under review, a meeting of SRC was held on 07.09.2022. The necessary quorum was present for the said meeting.

Statutory Auditors:

M/s. Akasam & Associates, Chartered Accountants, Hyderabad (Registration No. 005832S) were appointed as the Statutory Auditors of the Company in the 27th Annual General Meeting, who shall hold office till the conclusion of the 32nd Annual General Meeting to be held in the year 2026. The independence of the external auditors is effectively maintained by the Company.

The Auditors Report for Financial Year 2023 does not contain any qualification, and hence no explanation thereto is required by the Board.

Secretarial Auditor:

The Company also appoints an external Secretarial Auditor in accordance with the applicable regulations. The Secretarial Auditor undertakes Secretarial Audit for evaluation, forming an opinion and to report to the Shareholders as to whether, the Company has complied with the applicable laws comprising various statutes, rules, regulations, and guidelines.

The Board of Directors have appointed Mr. D.S. Rao, Practicing Company Secretary (CP No. 14487) as Secretarial Auditors to conduct Secretarial Audit of the Company for the Year ended March 31, 2023.

The Secretarial Audit report is annexed to this Boards Report as Annexure V. The Secretarial Auditors Report does not contain any qualifications, reservation or adverse remarks or disclaimer.

Internal Auditor:

Internal Audit is an integral part of the Companys internal control system which aids the Audit Committee to discharge its functions and responsibilities adequately and effectively and also ensure that the internal processes and procedures are adhered to. The Audit Committee reviews audit reports submitted by the internal auditors.

M/s. M. Anandam & Co., Chartered Accountants have been appointed as the internal auditors of the company in accordance with Section 138 of Companies Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014 for the financial year 2023-24.

Instances of fraud reported by the Auditors:

During the FY 2022 - 23, the statutory auditors and the secretarial auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Central Government or the Audit Committee under section 143(12) of the Companies Act.

Cost Records and Cost Audit:

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

Application under Insolvency and Bankruptcy Code, 2016:

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the FY 2022 - 23.

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 along with the reasons thereof:

The Company has not made any such valuation during the FY 2022 - 23.

Secretarial Standards:

The Company has complied with SS - 1 and SS - 2 issued by the Institute of Company Secretaries of India.

Listing of Equity Shares:

The shares of your Company are listed at BSE Limited. Your Company is duly complying with all the requirements of the concerned Stock Exchange in accordance with applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with other applicable SEBI Regulations, as amended from time to time.

The Company has paid the Annual Listing Fees to the said Stock Exchange for the Financial Year 2023-24.

CertificateofNon-

Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, Disqualificationof Directors issued by Company Secretary certificate Non-in Practice is annexed to this Report as Annexure - VI.

Compliance Certificate on Corporate Governance:

In compliance with the provisions of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate on Corporate Governance issued by Company Secretary in Practice is annexed to this Report as Annexure - VII.

Corporate Governance:

Our company is deeply committed to upholding the highest standards of corporate governance and holds steadfast in its belief that sound governance principles form the bedrock of our operations. We firmly believe in the principles of transparency, accountability, and ethical conduct, which guide our actions and decisions. The provisions of Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stand applicable to the Company as on 30th September 2022. Since then, your Company has duly submitted the Corporate Governance Report as required under Reg. 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on a quarterly basis.

A report on Corporate Governance pursuant to the provisions of Corporate Governance Code stipulated under the SEBI Listing Regulations is annexed to this Boards Report as Annexure VIII.

Management Discussion and Analysis:

The Management Discussion and Analysis is annexed to this Boards Report as Annexure XI and provides details of the overall Industry structure and developments, Opportunities and Threats, Segment wise or product-wise performance, Outlook, Risks and concerns, Internal control systems and their adequacy, financial performance with respect to operational performance and state of affairs of the Companys various businesses along with Material developments in Human Resources / Industrial Relations front, including number of people employed and details of significant changes in key financialratios.

Vigil Mechanism:

The Company has put in place a Whistle Blower Policy and has established the necessary vigil mechanism as defined under Regulation 22 of the SEBI Listing Regulations for employees and others to report concerns about unethical behaviour. It also provides for adequate safeguards against the victimization of employees who avail this mechanism. No person has been denied access to the Chairman of the audit committee. The said policy has been made available on the website of the Company at www.raminfo.com.

Prevention of Sexual Harassment:

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the FY 2022 - 23.

There are no pending complaints either at the beginning or at end of the financial year. The following is the summary of the complaints received and disposed of during the FY 2022 - 23: a. number of complaints filed during the financial year: b. number of complaints disposed of during the financial year: NA c. number of complaints pending as on end of the financial year:

Risk Management:

Risk Management is an enterprise-wide function that aims at assessing threats to business sustainability and mitigating those threats. The Board of Directors and senior management team with industry experience develop frameworks and methodologies for assessing and mitigating risks and have put in place effective and robust systems for the purposesofidentification risks involved in the business of the Company.and mitigation of The Audit Committee oversees the Companys processes and policies for determining risk tolerance and reviews managements measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Audit Committee has additional oversight in the area of financial For details, please refer to the Management Discussion and Analysis report which forms part of the Board Report as annexure - XI.

Significant and Material Orders:

There are no orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

Adequacy of Internal Financial Controls:

Internal Financial Controls are part of risk management process addressing financial and financial reporting risks They ensure the orderly and efficient conduct of business, including adherence to Company policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records.

They aid in the timely preparation of financial statements. The Internal Financial Controls have been documented, digitized and embedded in the business process.

CEO and CFO Certification:

The Managing Director and the CFO have given a Certificate to the Board as contemplated in Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Boards Report as Annexure IX.

Particulars of Loans, Guarantees, or Investments:

Particulars of loans given, investments made, guarantees given and securities provided, if any covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Related Party Transactions:

The company has complied with the provisions of section 188(1) of the Act dealing with related party transactions. The information on transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and is annexed to this Boards Report as Annexure III.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and Outgo:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Companies Act, 2013 is annexed to this Boards Report as Annexure I.

Annual return:

In accordance with Section 92(3) of the Act and Rule 12(1) of Companies (Management and Administration) Rules, 2014, a copy of the Annual return of the Company has been placed on the Companys website.

Remuneration Ratio of the Directors/Key Managerial Personnel/Employees:

The statement showing disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Boards Report as Annexure IV.

Environment, Health and Safety:

The Company upholds a strong belief in the principles of Environment, Health, and Safety (EHS). We recognize that safeguarding the environment, ensuring the well-being of our employees, and promoting a safe workplace are integral to sustainable success. By prioritizing EHS, we demonstrate our commitment to responsible operations, risk mitigation, and fostering a culture of care. Through stringent policies, continuous training, and robust practices, we strive to create a positive impact on the environment, protect human health, and maintain the highest standards of safety across all aspects of our business.

Human Resources:

At Raminfo, we firmly believe that our greatest asset is our people, and we prioritize the well-being and development of our employees. We foster a culture of inclusivity, respect, and growth, providing comprehensive support through robust Human Resources practices. From competitive compensation and benefits to ongoing training and career advancement opportunities, we invest in our employees to ensure their success, job satisfaction, and professional fulfillment. By nurturing a supportive and engaging work environment, we empower our workforce to thrive contribute to the overall success of the company.

Remuneration Policy:

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee of the Company, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

The salient features of the Policy are:

i. It lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director (executive/non-executive/independent) of the Company;

ii. To recommend to the Board the policy relating to the remuneration of the Directors, KMP and Senior Management/Other Employees of the Company; and

iii. Reviewing and approving corporate goals and objectives relevant to the compensation of the executive Directors, evaluating their performance in light of those goals and objectives and either as a committee or together with the other independent Directors (as directed by the Board), determine and approve executive Directors compensation based on this evaluation; making recommendations to the Board with respect to KMP and Senior Management compensation and recommending incentive-compensation and equity-based plans that are subject to approval of the Board.

During the year under review, there has been no change to the Policy.

The Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at the following web link: https://www.raminfo.com.

Directors Responsibility Statement:

Pursuant to Section 134(5) of the Act, the board of directors, to the best of their knowledge and ability, confirm that: a. In the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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. c. The Directors had 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. d. The Directors had prepared the annual accounts on a going concern basis. e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Acknowledgement and Appreciation:

We extend our sincere gratitude to our valued customers, shareholders, vendors, bankers, and other stakeholders for their unwavering support and trust in Raminfo. Your partnership and collaboration have been instrumental in our success, enabling us to achieve significant milestones and drive sustainable growth. delivering exceptional value, fostering strong relationships, and working together towards a prosperous future.

For and on behalf of the Board

L. Srinath Reddy V. Anil Kumar Ambati
Place: Hyderabad Managing Director Director
Date : 15.07.2023 DIN: 03255638 DIN: 06535455