Dear Members,
The Board of Directors is pleased to present the Company's Sixth Annual Report on its
business and operation along with the Audited Financial Statements for the financial year
ended on March 31,2023 ('the year').
FINANCIAL PERFORMANCE
Pursuant to the provisions of the Companies Act, 2013 ('the Act') and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ('Listing Regulations'), the Company has prepared its standalone and consolidated
financial statements for the financial year ended on March 31, 2023. A brief summary of
the Company's financial performance for the said financial year is given below:
STANDALONE RESULTS
(Rs. in Crore)
Item |
2022-23 |
2021-22 |
Revenue from operations |
161.50 |
161.50 |
Other Income |
145.58 |
135.24 |
Total Income |
307.08 |
296.74 |
Total Expenses |
105.24 |
90.82 |
Exceptional Items |
(70.37) |
(8.11) |
Profit before Tax |
131.47 |
197.81 |
Tax Expenses |
(55.22) |
(53.14) |
Profit after Tax |
76.25 |
144.67 |
Other Comprehensive Income |
2.24 |
14.12 |
Total Comprehensive Income |
78.49 |
158.79 |
During the year under review, total income (including other income) increased from Rs.
296.74 Crore in 2021-22 to Rs. 307.08 Crore in 2022-23. Total expenses increased from Rs.
90.82 Crore in 2021-22 to Rs. 105.24 Crore in 2022-23, primarily driven by higher employee
benefit expenses and finance cost. Exceptional Items on account of Impairment of
Investment in subsidiary companies increased from Rs. 8.11 Crore in 2021-22 to Rs. 70.37
Crore in 2022-23.
Accordingly, profit before tax (PBT) was Rs. 131.47 Crore in 2022-23, while profit
after tax (PAT) for the year stood at Rs. 76.25 Crore in 2022-23. Retained earnings at the
end of the year under report stood at Rs. 606.31 (previous year Rs. 514.46 Crore).
CONSOLIDATED RESULTS
(Rs. in Crore)
Item |
2022-23 |
2021-22 |
Revenue from operations |
7,166.23 |
6,670.08 |
Other Income |
141 .80 |
15.35 |
Total Income |
7,308.03 |
6,685.43 |
Total Expenses |
7,220.18 |
6,285.59 |
Share in net profit / (loss) of associate and joint ventures |
32.38 |
108.63 |
Profit before Tax |
120.23 |
508.47 |
Profit after Tax |
(59.02) |
338.56 |
Other Comprehensive Income |
129.21 |
95.86 |
Total Comprehensive Income |
70.19 |
434.42 |
Total consolidated income (including other income) of RPSG Ventures grew at 9.3% during
the year from Rs. 6,685.43 Crore in 2021-22 to Rs. 7308.03 Crore in 2022-23. Total
expenses, which includes operating and other expenses, employee costs, depreciation and
finance costs, grew at about 14.9% from Rs. 6,285.59 Crore in 2021-22 to Rs. 7,220.18
Crore in FY 2022-23. Profit before tax (PBT) stood at Rs. 120.23 Crore in 2022-23.
There is no material changes and commitments affecting the financial position of the
Company, which have occurred between the end of the financial year and the date of the
report.
The financial results and results of operations including major developments have been
further discussed in detail in the Management Discussion and Analysis section.
DIVIDEND
In order to conserve the resources for the Company's future growth and expansion, the
Board does not recommend payment of any dividend on its Equity shares for the year.
According to Regulation 43A of the Listing Regulations, the Company formulated a dividend
distribution policy which can be accessed using the following link at http://www.rpsgventuresltd.com/uploads/policies/
Dividend%20Distribution%20Policy.pdf.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis for the year under review, as stipulated under
Listing Regulations, is presented in a separate section and forms part of the Annual
Report ("Annexure A").
SHARE CAPITAL
The Company had, in Financial Year 2021-22, issued and allotted 30,00,000 Compulsorily
Convertible Preference Shares (CCPS) having Face Value of Rs. 10/- each at a
premium of Rs. 770/- each on private placement basis to Integrated Coal
Mining Limited (ICML), a Promoter Group of the Company. Out of the above, Company had
allotted 1,30,000 Equity shares of Rs. 10/- each to ICML on conversion of
equivalent number of CCPS in Financial Year 2021-22 itself. During the current financial
year under review, the Company allotted 28,70,000 Equity shares of Rs. 10/-
each to ICML on conversion of the balance outstanding CCPS.
Consequent to the above allotment, the issued and paid-up equity share capital of the
Company stood at Rs. 29.51 Cr divided into 2,95,11,409 equity shares of Rs.
10/- each . The Company's equity shares continue to remain listed with BSE Limited and
National Stock Exchange of India Limited.
The Company has paid the requisite listing fees to both the stock exchanges up to the
Financial Year 2023-24. During the year under review your Company has not issued any
equity share with differential rights as to voting, dividend or otherwise.
SUBSIDIARIES
As on March 31, 2023, the Company had thirty-seven subsidiaries. During the year under
review, RPSG Sports Ventures Private Limited, RPSG Sports South Africa PTY Limited and
Firstource Solutions Jamaica Limited became subsidiaries of the Company. For details of
the subsidiaries, associates and joint ventures of the Company, Note 36 to the Standalone
Financial Statements ('SFS') may be referred to. The details of operations of the
Company's subsidiaries are given in the Management Discussion & Analysis, which forms
a part of this report.
In accordance with the provisions of the Companies Act, 2013 ('the Act'), Consolidated
Financial Statements ('CFS') of the Company and its subsidiaries for the financial year
2022-23 have been duly audited by M/s. Batliboi, Purohit & Darbari, Chartered
Accountants, the Statutory Auditors of the Company, in compliance with the applicable
Indian Accounting Standards and the Listing Regulations. The said CFS, forming a part of
the Annual Report, shall be laid before the ensuing Annual General Meeting of the Company
along with SFS, as required under the Act.
The financial statements of the subsidiaries, as required under Section 129 of the Act,
are available on Company's website and can be accessed at:
https://www.rpsgventuresltd.com/ subsidiaries annual report.php.
A separate statement containing the salient features of the financial statements of the
subsidiaries, as per Section 129(3) of the Act, is attached to the CFS.
The Company has a policy on material subsidiaries pursuant to Regulation 16(1) (c) of
the Listing Regulations and the Policy is uploaded on the Company's website at
https://www. rpsgventuresltd.com/uploads/policies/Policy%70on%70
Material%20Subsidiary.pdf.
COST RECORDS
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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of the provisions of Section 152 of the Act and the Articles of Association of
the Company, Mr. Rajeev Ramesh Chand Khandelwal ('Mr. Khandelwal'), a Director of the
Company (DIN: 08763979), retires by rotation at the forthcoming Annual General Meeting and
being eligible, offers himself for re-appointment.
Mr. Khandelwal was appointed as a Whole-time Director for a period of three years from
June 26, 2020. The Board of Directors of the Company ('the Board') on the recommendation
of its Nomination and Remuneration Committee ('NRC') proposes to re-appoint him for a
fresh term of three years with effect from June 26, 2023 in accordance with the applicable
provisions of the Act.
The current five-years term of Mr. Arjun Kumar (DIN: 00139736) and Mr. Kalaikuruchi
Jairaj (DIN : 01875126), Independent Directors of the Company, will expire on November 13,
2023, and it is proposed to re-appoint both of them as Independent Directors, not liable
to retire by rotation, for a fresh term of five years in accordance with the applicable
provisions of the Act and Listing Regulations. The Board on the recommendation of NRC has
recommended the re-appointment of the said Independent Directors.
Notice for the forthcoming Annual General Meeting of the Company includes appropriate
Resolutions seeking shareholders' approval in respect of all the above re-appointments.
The requisite disclosures regarding the above re-appointments have been made in the
Report on Corporate Governance which forms a part of this Report.
The Company has received declarations from all the Independent Directors of the Company
confirming that:
- they meet the criteria for independence prescribed under the Act and the Listing
Regulations and
- they have registered their names in the Independent Directors' Databank.
The Company has in place a Remuneration Policy for Directors, Key Managerial Personnel
and other employees of the Company and the same can be accessed on the Company's website
at https://www.rpsgventuresltd.com/ uploads/policies/Remuneration%20Policy.pdf.
The details on Directors' appointments and remuneration including criteria for
determining qualifications, positive attributes, independence of Directors, key skills,
expertise and core competencies of the Board, maintenance of Board diversity, process of
performance evaluation of Board and committees etc. and also remuneration of Key
Managerial Personnel and other employees form a part of the Report on Corporate Governance
(Annexure B'). During the year, performance evaluation of Independent
Directors and other Board members as well as Committees of the Board were done in terms of
the Act and the Listing Regulations.
Five meetings of the Board of Directors were held during the year on May 13, 2022,
August 1 1, 2022, October 31, 2022, November 14, 2022, and February 13, 2023.
The Company has complied with the provisions of the Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meetings and General Meetings. As on
March 31,2023, the Company has three Key Managerial Personnel as per Section 2(51) of the
Act, viz, Mr. Rajeev Ramesh Chand Khandelwal, Whole-time Director, Mr. Sudip Kumar Ghosh,
Company Secretary and Mr. Ayan Mukherjee, Chief Financial Officer. There has been no
change in the Key Managerial Personnel of the Company, during the year under review.
COMMITTEES OF THE BOARD
The various committees of the Board focus on certain specific areas and make informed
decisions in line with the delegated authority.
The following are the statutory committees constituted by the Board, according to their
respective roles and defined scope:
Audit Committee
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Stakeholders' Relationship Committee
Risk Management Committee
Details of the composition, terms of reference and number of meetings held for
respective committees are given in the Report on Corporate Governance.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, the Directors hereby state and confirm that:
I. in the preparation of the accounts for the financial year ended March 31, 2023, the
applicable accounting standards have been followed alongwith proper explanation relating
to the material departures, if any;
II. the Directors 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 of the Company for that period;
III. the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
IV the Directors have prepared the annual accounts on a going concern basis;
V. the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
VI. the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standard of Corporate Governance and
adheres to the Corporate Governance requirements prescribed by the Securities and Exchange
Board of India. Report on Corporate Governance (Annexure B') and Additional
Shareholder Information (Annexure C') as prescribed under the Listing
Regulations, are annexed as a part of this Report along with the Secretarial Auditors'
Certificate thereon, confirming the adherence to the conditions of Corporate Governance by
the Company.
INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY
The Company has in place adequate internal financial controls for ensuring orderly and
efficient conduct of the business, including adherence to the Company's policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records and timely preparation of reliable financial
disclosures. The IFC are adequate and operating effectively. Effectiveness of IFC is
ensured through Management reviews, controlled selfassessment and independent testing by
the Internal Auditor of the Company.
The Company believes that these systems provide reasonable assurance that the Company's
internal financial controls are adequate and are operating effectively as intended.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with Section 135 of the Act and the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended, the Company has in place a Corporate
Social Responsibility Policy, a brief outline of which along with the required disclosures
and a detailed section on
the activities in this behalf during the year under review is disclosed as Annexure
D' to this Report. The CSR Policy is put up on the Company's website and may be
accessed at https://www.rpsgventuresltd.com/uploads/policies/ CSR%20Policy.pdf.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Business Responsibility and Sustainability Report, as required under the Listing
Regulations, is annexed as Annexure E' to this report.
RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered into by the Company during the year
with related parties were in the ordinary course of business and at arm's length basis.
There was no materially significant related party transaction that had any potential
conflict with the interests of the Company. The Policy Statement on Materiality and
Dealing with Related Party Transactions can be accessed at https://www.
rpsgventuresltd.com/uploads/policies/Policy statement on materiality and dealing with
Related Parties.pdf. Transactions with related parties are periodically placed before
the Audit Committee of the Board for its review and approval. Note 36 to the Standalone
Financial Statements may be referred to for requisite disclosure in respect of related
parties and for transactions entered into with them during the year.
RISK MANAGEMENT
The Company has an elaborate Risk Management Framework, which is designed to enable
risks to be identified, assessed and mitigated appropriately. Detailed discussion on risk
management is covered in Management Discussion and Analysis and Report on Corporate
Governance, which form part of the Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Act, the rules made thereunder and the Listing
Regulations, the Company has a Whistle Blower Policy/ Vigil Mechanism in place for
reporting genuine concerns over happening of instances of any irregularity, unethical
practice and/ or misconduct for directors, employees and stakeholders. No such instances
were reported during the Financial Year 2022-23.
The details of the said policy have been disclosed in the Company's website at:
https://www.rpsgventuresltd.com/ uploads/policies/Whistle%20Blower%20Policy.pdf.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loan(s) given, investment(s) made and guarantee(s) or security(ies) provided, as the
case may be, were in compliance with the provisions of the Act and relevant details
thereof are referred to in Notes 8, 9, 10, 16, 17, 36 and 39 to the Standalone Financial
Statements of the Company.
FIXED DEPOSITS
During the year under review the Company had not accepted any deposits and, as such, no
amount of principal or interest was outstanding as on the date of the Balance Sheet.
AUDITORS AND AUDITORS' REPORT
M/s. Batliboi, Purohit & Darbari, Chartered Accountants, (Firm Registration No.
303086E) the Auditors of the Company, will hold office till the conclusion of the
forthcoming Sixth Annual General Meeting ('AGM') of the Company.
In terms of Section 139 of the Act, the Board, based on the recommendation of the Audit
Committee, has approved the re-appointment of M/s. Batliboi, Purohit & Darbari,
Chartered Accountants, for a second term of five consecutive years i.e. from the
conclusion Sixth AGM till the conclusion of Eleventh AGM, subject to the approval of
shareholders of the Company. The Notice of the Sixth AGM contains appropriate resolution
proposing re-appoinment of Auditors.
The Auditors' Report annexed to the financial statements for the year under review does
not contain any qualification, reservation, adverse remark or disclaimer. The Auditors
have not reported any instance of fraud referred to in Section 134(3) (ca) of the Act.
SECRETARIAL AUDITORS
The Board had appointed M/s S.M. Gupta & Co., Company Secretaries, as the
Secretarial Auditors of the Company to conduct the secretarial audit for the financial
year 2022-23. Secretarial Audit Report for the Year is annexed herewith and marked as Annexure
F' to this Report. Secretarial Audit Report of Quest Properties India Limited, the
only material unlisted subsidiary of the Company in terms of Regulation 16(1) (c) of the
Listing Regulations, duly audited by their Secretarial Auditors, is also attached as Annexures
F1'. None of the above Secretarial Audit Reports contain any qualification,
reservation or adverse remark.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The Company is engaged in the services sector and provides IT and IT related services
and accordingly, it doesn't have scope to conserve a substantial amount of energy.
The information relating to conservation of energy, research & development,
technology absorption and foreign exchange earnings and outgo, as required under Section
134 of Act read with the Companies (Accounts) Rules, 2014 is given in 'Annexure G',
to this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
No significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern
status and your Company's operations in future.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (IBC)
There was no proceeding, initiated by any Financial Creditor or Operational Creditor or
by the Company, under the Insolvency and Bankruptcy Code, 2016 as amended, before National
Company Law Tribunal or other courts during the Financial Year 2022-23.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature of business of the
Company.
ANNUAL RETURN
The Annual Return of the Company as required under the Act is available on the website
of the Company at https:// www.rpsgventuresltd.com/uploads/annual return/Annual
Return-2022-23.pdf.
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached
as Annexure H'. Details of employee remuneration as required under provisions
of Section 197 of the Act and Rule 5(2) and 5(3) of the aforesaid Rules are provided in
the
'Annexure-I' forming part of this Report. However, the Report and Accounts are being
sent to the Members without the aforesaid 'Annexure-I'. Any member interested in obtaining
the same may write to the Company Secretary at the Registered Office address of the
Company.
Other details relating to remuneration paid during the year to Directors are furnished
in the Report on Corporate Governance which forms a part of this report. Employee
relations in the Company, during the year, continued to be cordial.
ACKNOWLEDGEMENT
The Board wishes to place on record its sincere appreciation for the continued
assistance and support extended to your Company by its customers, banks, vendors and both
State and Central Government authorities. The Board also appreciates and value the
committed services by all the employees of the Company.
Your Directors are also grateful for your continued encouragement and support.
For and on behalf of the Board
Place : Kolkata |
Dr. Sanjiv Goenka Chairman |
Date : May 19, 2023 |
DIN:00074796 |